What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-25 compared with 2024-09-26 · 545 added, 303 removed, 567 unchanged (60% of the section changed)

54 unchanged sentences

September 25, 2025

999 18 th Street, Suite 3000, Denver, CO, 80202 USA Phone:

Street, Suite 3000, Denver, CO, 80202 USA Phone:

1.303.386.7224 Fax:

6 unchanged sentences

Current assets

Accounts receivable and other receivable, net

Cash and cash equivalents

Accounts receivable and other receivables, net of (amortized cost of $ 22,802,369 and $ 25,872,226 and allowance for credit losses of $ 594,869 and $ 407,182 at June 30, 2025 and 2024, respectively)

Other current assets

Deferred share issuance costs

Prepaid expenses

4 unchanged sentences

Long-term loan receivables

Due from related parties

Property and equipment, net

10 unchanged sentences

Accrued payroll liabilities

Convertible notes

Operating lease liabilities – current

17 unchanged sentences

CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE INCOME

OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

(US$, except share data, or otherwise noted)

Costs of sales

Costs of service

Gross (loss) profit

( 3,000,569 )

Operating costs and expenses:

1 unchanged sentence

Total operating costs and expenses

Income from operations

(Loss) Income from operations

( 17,676,112 )

Other (income) expenses:

2 unchanged sentences

( 2,320,257 )

Loss on debt extinguishment

Loss on disposal of assets

Finance costs

1 unchanged sentence

( 2,272,608 )

(Loss) Income before provision for income taxes

( 16,912,176 )

Income before provision for income taxes

Current income tax expense

Deferred income tax expense

Total income tax expenses

Total comprehensive income

Basic & diluted net earnings per share

Current income tax (recovery) expense

Deferred income tax (recovery) expense

( 1,536,455 )

Total income tax (recovery) expense

( 1,563,409 )

Net (loss) income

( 15,348,767 )

Total comprehensive (loss) income

( 15,348,767 )

Basic & diluted net (loss) earnings per share

Weighted average number of shares of common stock-basic

8 unchanged sentences

Contribution from stockholders

Balance as of June 30, 2023

Contribution from stockholders

Issuance of common stock for cash, net of issuance costs

Balance as of June 30, 2024

( 15,348,767 )

Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA)

Issuance of common stock for commitment fee

Balance as of June 30, 2025

The accompanying notes form an integral part

5 unchanged sentences

Cash Flows from Operating Activities:

Net (loss) income

( 15,348,767 )

Adjustments for items not affecting cash:

3 unchanged sentences

Current estimated credit loss

Accretion of finance lease liabilities

Loss on debt extinguishment

Accretion of convertible note

Deferred income taxes

( 1,536,455 )

Interest income

2 unchanged sentences

( 8,157,462 )

( 8,454,740 )

Other current assets

( 1,376,556 )

Prepaid expenses

5 unchanged sentences

Accrued payroll liabilities

Net changes in derecognized ROU and operating lease liability

Net cash provided from operating activities

3 unchanged sentences

( 5,208,522 )

Purchase of intangible assets

Net loan disbursement amounts after repayments received.

Proceeds from sale of property and equipment

Loan disbursement amounts

( 1,000,000 )

( 4,750,000 )

Proceeds from loan repayments

Net cash used in investing activities

2 unchanged sentences

Cash Flows from Financing Activities:

Net proceeds received from (repaid to) related parties

( 2,503,233 )

Net proceeds received from related parties

Proceeds (lend to) from related parties

Repayments of finance lease liabilities

Repayment of commitment payable

Repayment of convertible notes

( 3,260,000 )

Deferred issuance costs for initial public offering

Proceeds from convertible notes

Proceeds from IPO and share issuance, net

Capital contributions from stockholders

Net cash provided by (used in) financing activities

( 3,177,995 )

Net increase in cash and restricted cash

Cash, beginning of year

Cash and restricted cash, end of year

following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets that sum to the

total of the same amounts shown in the Consolidated Statements of Cash Flows:

Net cash provided by financing activities

Net increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash, beginning of year

Cash and cash equivalents and restricted cash, end of year

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that total the same amounts shown in the Consolidated Statements of Cash Flows:

Cash and cash equivalents

Restricted cash – non-current

Total cash and restricted cash shown in the Consolidated Balance Sheet

Total cash and cash equivalents and restricted cash shown in the Consolidated Balance Sheet

Supplemental Disclosure of Cash Flows Information:

Income taxes paid

( 4,742,178 )

Cash paid for income tax

( 4,742,178 )

Cash paid for interest

Non-Cash Transactions:

IPO expenses paid by shareholders

Decrease in right-of-use assets due to remeasurement of lease terms

Right-of-use assets acquired in exchange for operating lease liabilities

Right-of-use assets acquired in exchange for finance lease liabilities

Shares issued to settle commitment fee

Shares issued pursuant to SEPA

IPO expenses paid by stockholders

The accompanying notes form an integral part

9 unchanged sentences

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.

of primarily small parcels, such as FedEx, Trucking, 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.

Summary of significant accounting policies

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at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

There were no critical

There were no significant

accounting estimates affecting the audited consolidated financial statements for the years ended June 30, 2025 and 2024.

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.

Cash and cash equivalents

Cash and cash equivalents consists of petty cash

on hand and cash held in banks and other financial institutions, which is highly liquid and has original maturities of three months

or less and is unrestricted as to withdrawal or use.

Restricted cash

Restricted cash represents the cash

restricted for two 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 and November 7, 2023, respectively.

The letters of credit are renewable

on an annual basis until the termination of thereof.

Restricted cash represents the cash restricted

for six standby letters of credit with Eastwest Bank as collateral for certain of the Company’s lease agreements.

The terms of the

letters of credit start from April 26, 2023, August 1, 2023, November 7, 2023, December 27, 2024, January 14, 2025, and March 20, 2025,

respectively.

The letters of credit are renewable on an annual basis until the termination thereof.

Certain risks and concentration

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 June 30, 2024 and 2023, 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.

During the year ended June 30, 2024 and 2023,

the Company’s five largest customers collectively accounted for approximately 53.0 % and 62.0 % of its total revenue, respectively.

During the year ended June 30, 2024, the Company’s top five suppliers collectively accounted for 60 % (2023:

69 %) of its total purchases.

One supplier accounted for approximately 50 % and 62 % of the total purchases during the years ended June 30, 2024 and 2023, and no other

suppliers accounted for more than 10% of the total purchases over the same period.

of June 30, 2024 and 2023, the largest three accounts receivable balances from customers accounted for 58 % and 41 % of the total balance

of accounts receivable and other receivables, respectively.

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,

other current assets, and other non-current assets.

As of June 30, 2025 and 2024, substantially all of the Company’s cash and restricted

cash were held in major financial institutions located in the U.S., which management considers to be of high credit quality.

HOLDING CORP.

1 unchanged sentence

Summary of significant accounting policies

During the years ended June 30, 2025 and 2024,

the Company’s five largest customers collectively accounted for approximately 55.1 % and 53.0 % of its total revenue, respectively.

During the year ended June 30, 2025, the Company’s top five suppliers collectively accounted for 51.8 % (2024:

60 %) of its total

Two suppliers collectively accounted for approximately 45.5 % and one supplier accounted for approximately 50 % of the total

purchases during the years ended June 30, 2025 and 2024, and no other suppliers individually accounted for more than 10% of the total

purchases over the same period.

As of June 30, 2025 and 2024, the largest three

accounts receivable balances from customers accounted for 66 % and 58 % of the total balance of accounts receivable, respectively.

Accounts receivable and other receivables

5 unchanged sentences

other receivables on a loss rate method based on historical information adjusted for current conditions and future estimated economic

The Company’s credit term generally ranged from 3-30 days.

The Company’s credit term generally ranged to 3-30 days.

If there is an approval from the board of the Company,

the credit term can extend to 180 days.

Loan receivables

Loan receivables are carried at amortized cost,

net of an allowance for credit losses, in accordance with ASC 326, Financial Instruments – Credit Losses (CECL) .

Management estimates expected credit losses over

the contractual term of the loans, adjusted for expected prepayments, using relevant available information.

This includes:

loss experience for similar loan portfolios;

conditions, such as borrower financial performance and collateral values;

and supportable forecasts about future economic conditions (e.g., industry trends, customer

sector risks, interest rates, and market trends).

The estimate of expected credit losses is measured

on a collective (pool) basis when loans share similar risk characteristics (e.g., credit rating, or collateral).

Loans that do not share

risk characteristics with others are evaluated individually.

Property and equipment

4 unchanged sentences

The estimated annual deprecation rates of these assets are generally as follows:

Depreciation method

Depreciation rate

Furniture and fixtures

Straight-line

Auto & trucks

Straight-line

Trailers & truck chassis

Straight-line

15 – 17 years

Machinery & equipment

Straight-line

Leasehold improvements

Straight-line

Shorter of lease term or 15 years

Category Depreciation method Depreciation rate

Furniture and fixtures Straight-line 7 years

Auto & trucks Straight-line 5 – 8 years

Trailers & truck chassis Straight-line 5 – 17 years

Machinery & equipment Straight-line 2 – 7 years

Leasehold improvements Straight-line Shorter of lease term or 15 years

Expenditures for maintenance and repairs are expensed

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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 1 year or less.

The Company expects 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

25 unchanged sentences

agent on behalf of the customers are excluded from revenue.

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 consolidated statements of operations and comprehensive income.

ASC 606, Revenue from Contracts with Customers,

provides for a five-step model for recognizing revenue from contracts with customers.

These five steps include:

Identify the contract with the customer

Identify the performance obligations in the contract

(iii) Step 3:

Determine the transaction price

Allocate the transaction price to the performance obligations

in the contract

Recognize revenue when the Company satisfies a performance

Under ASC 606, revenue is recognized when the

customer obtains control of a good or service.

The Company uses independent contractors and third-party carriers in the performance of

its transportation services.

The Company evaluates who controls the transportation services to determine whether its performance obligation

is to transfer services to the customer or to arrange for services to be provided by another party.

The Company determined it acts as

the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified

services, managing all aspects of the shipment process, and assuming the risk of loss for delivery and collection.

Such transportation

services revenue is presented on a gross basis in the consolidated statements of operations and comprehensive income.

HOLDING CORP.

1 unchanged sentence

Summary of significant accounting policies

Revenue recognition (cont.)

A summary of the Company’s revenue disaggregated

4 unchanged sentences

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 years ended June 30, 2024 and 2023, the amounts transferred

from contract liabilities at the beginning of the fiscal year to revenue were $ 424,182 and nil , respectively.

Contract liabilities represent payments received

from customers in excess of the revenue recognized.

The contract liabilities are reported in a net position on a customer-by-customer

basis at the end of each reporting year.

The Company classifies these customer deposits as short-term contract liabilities, as the Company

expects to satisfy these obligations within its normal operating cycle, which is generally one year.

For the years ended June 30, 2025

and 2024, the amounts transferred from contract liabilities at the beginning of the fiscal year to revenue were $ 247,824 and $ 424,182 ,

respectively.

Practical Expedients

5 unchanged sentences

as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date.

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 consolidated

statements of operations and comprehensive income.

The Company adopted ASC 842 — Leases

for its fiscal year beginning on July 1, 2021.

There were some insignificant forklift finance leases subject to ASC 842

upon the adoption of the new standard.

Since these forklift finance leases are classified as finance leases under ASC 842 and were

also previously classified as finance leases under the legacy ASC 840, the adoption of the ASC 842 did not result in material

adjustments to these finance leases compared to ASC 840.

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 consolidated statements of operations and comprehensive income.

The Company determines if an arrangement is a

1 unchanged sentence

Leases are classified as either operating leases or finance leases pursuant to ASC 842.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies

Leases (cont.)

i) Operating leases

Operating leases are recognized as right-of-use

12 unchanged sentences

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.

and administrative expenses, cost of service 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 consolidated balance sheets.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies

Finance lease ROU assets and liabilities are recognized

8 unchanged sentences

included in interest expense.

the Company performs an impairment analysis on ROU assets, and as of June 30, 2024 and 2023, there was no material impairment to ROU

Annually, the Company performs an impairment analysis

on ROU assets, and as of June 30, 2025, there was no material impairment to ROU assets.

The Company has elected the accounting policy

17 unchanged sentences

of changes in tax rates is recognized in the statement of operations in the period of the enactment of the change.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies

Taxation (cont.)

The Company considers positive and negative evidence

31 unchanged sentences

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 years ended June 30, 2024 and 2023 were conducted in the U.S.

ARMLOGI HOLDING CORP.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies

Segment Reporting

FASB ASC 280, Segment Reporting (“ASC 280”),

establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise

about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making

group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker (“CODM”),

the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated

Accordingly, the CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance.

Further, the CODM reviews and utilizes functional expenses (cost of services and general and administrative) at the consolidated level

to manage the Company’s operations.

Other segment items included in consolidated net income are other income, finance costs, income

taxes, and infrequent items such as loss on debt extinguishment and loss on disposal of assets, which are reflected in the consolidated

statements of operations.

All the Company’s business activities for

the years ended June 30, 2025 and 2024 were conducted in the U.S.

Therefore, revenue for the years ended June 30, 2025 and 2024 were

all from the U.S.

The Company’s long-lived assets consist primarily of property

and equipment, right-of-use assets and restricted cash.

As of June 30, 2025 and 2024, all of the Company’s long-lived assets were

Fair value measurement

9 unchanged sentences

The three levels of inputs that may be used to measure fair value are as follows:

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

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

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

Company’s financial instruments include cash and restricted cash, accounts receivable and other receivables, loan receivables,

long-term loan receivable, other current assets, due from related

parties, accounts payable and accrued liabilities, income tax payable, due to related parties, and lease liabilities.

The carrying amounts

of cash and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, due from related parties,

accounts payable and accrued liabilities and income tax payable, due to related parties, 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 receivable

and long-term lease liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current

interest rates.

prices (unadjusted) in active markets for identical assets or liabilities.

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

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

The Company’s financial instruments include cash and cash equivalents

and restricted cash, accounts receivable and other receivables, loan receivables, long-term loan receivables, other current assets, other

non-current assets, accounts payable and accrued liabilities, income tax payable, due to related parties, convertible notes, and lease

The carrying amounts of cash and cash equivalents and restricted cash, accounts receivable and other receivables, loan receivables,

long-term loan receivables, other current assets, other non-current assets, accounts payable and accrued liabilities and income tax payable,

due to related parties, 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 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

2 unchanged sentences

basis as of June 30, 2025 and 2024.

Costs of sales

Costs of sales primarily consist of amortization

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies

Costs of service

Cost of service primarily consist of amortization

and depreciation, equipment lease and warehouse lease expenses, freight expenses, port handling and customs fees, salary and benefits,

5 unchanged sentences

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 consolidated

financial statements.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures.

ASU 2023-07 is designed to improve the reportable segment disclosure requirements,

primarily through enhanced disclosures about significant segment expenses that are regularly provided to the Company’s chief operating

decision–making group (the “CODM”).

The new standard is effective for the Company for its annual periods beginning January

1, 2024 and for interim periods beginning January 1, 2025, with early adoption permitted.

The Company adopted ASU 2023-07 on January 1,

2024, which did not have a material impact on the Consolidated Financial Statements

Management does not believe that any other recently issued, but not

yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial

Accounts Receivable and Other Receivables,

6 unchanged sentences

allowance for credit loss

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

* 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 years ended

15 unchanged sentences

Property and equipment, net

Depreciation expenses are recorded in costs of

sales and general and administrative expenses.

Depreciation expenses are recorded in cost of

service and general and administrative expenses.

The Company recorded depreciation expenses of US$ 2,555,625 and US$ 1,827,231 during the years

ended June 30, 2025 and 2024, respectively.

Specifically, US$ 1,513,947 and US$ 905,384 of the depreciation expenses were recorded in costs

of sales for the years ended June 30, 2024 and 2023, respectively.

US$ 313,284 and US$ 205,704 of the depreciation expenses was recorded

in general and administrative expenses for the years ended June 30, 2024 and 2023, respectively.

Specifically, US$ 2,349,234 and US$ 1,513,947 of the depreciation expenses were recorded in

cost of service for the years ended June 30, 2025 and 2024, respectively.

US$ 206,391 and US$ 313,284 of the depreciation expenses

was recorded in general and administrative expenses for the years ended June 30, 2025 and 2024, respectively.

Intangible Assets, Net

4 unchanged sentences

The Company recorded amortization of US$ 38,081

and US$ 30,607 , which were included in costs of sales, for the years ended June 30, 2024 and 2023, respectively.

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

Loan Receivable

and US$ 35,319 , which were included in cost of service, for the years ended June 30, 2025 and 2024, respectively.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loan Receivables

During the years ended June 30, 2025 and 2024,

the Company’s loan receivables were consisted of the following:

i) On February 8, 2023, the Company entered into a loan agreement

with Pundarika LLC for a principal of US$ 500,000 .

The loan matured on February 15, 2024 and bore interest at an annual rate of 3.2 %.

The loan was fully paid on May 29, 2024.

ii) On February 27, 2023, the Company entered into a loan agreement

with Pundarika LLC for a principal of US$ 1,000,000 .

The loan matured on March 25, 2024 and bore interest at an annual rate of 3.2 %.

The loan was fully paid on May 29, 2024.

iii) On March 24, 2023, the Company entered into a loan agreement with

Pundarika LLC for a principal of US$ 925,000 .

The loan matured on April 30, 2024 and bore interest at an annual rate of 3.2 %.

loan has been fully paid on June 6, 2024.

iv) On July 10, 2023, the Company entered into a loan agreement

the Company’s loan receivables 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 matures on August 31, 2024 and bears interest at a rate of 3.2 % annually.

The loan matured on August 31, 2024 and bore an interest rate of 3.2 % annually.

The loan was fully paid on August 30, 2024.

v) On January 24, 2024, the Company entered into a loan agreement with Paul Tam for a principal of US$ 150,000 .

The loan matures on January 24, 2025 and bears interest at a rate of 3.2 % annually.

The loan was fully paid on February 13, 2024.

vi) On January 24, 2024, the Company entered into a loan agreement with Athena Home Inc.

for a principal of

US$ 600,000 .

The loan matures on January 24, 2025 and bears interest at a rate of 3.2 % annually.

The Company expects to repay the loans

upon maturity.

vii) On May 22, 2024, the Company entered into a loan agreement with MYJW LLC.

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 matures on December 31, 2025 and bears interest at a rate of 3.2 % annually.

The Company expects to repay the loans upon maturity.

viii) On May 28, 2024, the Company entered into a loan agreement with Pundarika LLC.

The loan originally matured on January 24, 2025 and bore an interest rate of 3.2 % annually.

The maturity date of the loan was extended to July 24, 2025 on April 18, 2025, and was further extended to January 24, 2026 on July 18, 2025.

The Company expects the loan to be repaid upon maturity.

iii) On May 21, 2024, the Company entered into a loan agreement with MYJW

for a principal of US$ 400,000 .

The loan matures on December 31, 2025 and bears an interest 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

for a principal of US$ 1.5 million.

As security for loan repayment, Pundarika LLC 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 to repay the loans upon

ix) On June 6, 2024, the Company entered into a loan agreement with Pundarika LLC.

The Company expects the loan to

be repaid upon maturity.

A partial payment of US$ 1 million was repaid by Pundarika LLC on November 14, 2024.

v) On June 6, 2024, the Company entered into a loan agreement with Pundarika

for a principal of US$ 1.0 million.

As security for loan repayment, Pundarika LLC 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 originally matured on June 13, 2025 and bears interest at a rate of 3.2 %

The maturity date of the loan was extended to December 13, 2025 on June 10, 2025.

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 to repay the loans upon

x) On June 13, 2024, the Company entered into a loan agreement with Bacalar Enterprise Freight Inc.

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 to repay

the loans upon maturity.

expects the loan to be repaid upon maturity.

As of June 30, 2025, 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 .

receivable balance of US$ 3,893,563 and long-term loan receivable of US$ Nil , including accrued interest income of US$ 143,563 .

As of June 30, 2024, the Company recorded a loan

receivable balance of US$ 2,449,956 , including accrued interest income of US$ 24,956 .

of June 30, 2024, the Company had operating and finance leases for office space, warehouse space, and forklifts.

Lease terms expire at

various dates from August 2024 through July 2034 with options to renew for varying terms at the Company’s sole discretion.

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 report, that these options will be exercised.

The Company had certain sublease contracts and recognized

US$ 2,850,368 and US$ 267,000 lease income, recorded in other income, during the years ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, the Company recognized additional

operating lease liabilities of US$ 67,489,859 compared to the June 30, 2023 balance of US$ 49,852,679 , as the result of entering into three

new operating lease agreements.

The ROU assets were recognized at the discount rate range from 10.50 % - 10.75 %, resulting in US$ 81,927,507

on the commencement dates.

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 .

As of June 30, 2025, the Company had operating

and finance leases for office space, warehouse space, and forklifts.

Lease terms expire at various dates through July 2025 to 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 report,

that these options will be exercised.

The Company had certain sublease contracts and recognized US$ 1,253,104 and US$ 2,850,368 lease income

during the years ended June 30, 2025 and 2024, respectively.

During the year ended June 30, 2025, the Company recognized additional

operating lease liabilities of US$ 27,857,474 , as the result of entering into three new operating lease agreements.

The ROU assets were

recognized at the discount rate of 10.25 %, resulting in US$ 27,857,474 on the commencement dates.

For the year ended June 30, 2025 and

2024, the Company terminated certain operating lease agreements prior to the original expiration dates.

As a result, the ROU assets were

derecognized of US$ 1,861,834 and US$ 2,619,484 , respectively.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases (cont.)

1 unchanged sentence

Operating lease expenses

Amortization – included in costs of sales

The Company recorded operating lease expenses

of US$ 27,056,232 and US$ 11,739,168 during the years ended June 30, 2024 and 2023, respectively.

Specifically, US$ 24,710,718 and US$ 11,330,605

of the operating lease expenses were recorded in costs of sales for the years ended June 30, 2024 and 2023, respectively.

Amortization – included in cost of service

Cash paid for amounts included in the measurement of liabilities:

Operating cash flows used in operating leases

Operating cash flows used in finance leases

Financing cash flows used in finance leases

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

Finance leases

The Company recorded operating lease expenses of US$ 34,402,300 and

US$ 27,056,232 during the years ended June 30, 2025 and 2024, respectively.

Specifically, US$ 31,677,864 and US$ 24,710,718 of

the operating lease expenses were recorded in cost of service for the years ended June 30, 2025 and 2024, respectively.

US$ 2,327,782 and

US$ 408,563 of the operating lease expenses were recorded in general and administrative expenses for the years ended June 30, 2024 and

2023, respectively.

US$ 1,994,313 and nil of the operating lease expenses were recorded in other expenses for the years ended June 30,

US$ 351,201 of the operating lease expenses were recorded in general and administrative expenses for the years ended June 30, 2025

and 2024, respectively.

As of June 30, 2024, maturities of lease liabilities

US$ 396,654 and US$ 1,994,313 of the operating lease expenses were recorded in other expenses for the

years ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, aggregate annual lease obligations

for each of the following fiscal years ending June 30 and thereafter were as follows:

7 unchanged sentences

Non-current portion

Supplemental cash flow and other information for the year ended June

30, 2024 and 2023 related to leases was as follow:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Financing cash flows from finance leases

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

Finance leases

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

Leases (cont.)

Weighted average remaining lease term:

6 unchanged sentences

US$ 1,377,312 )

lease expense was recognized in costs of sales under short-term leases.

lease expense was recognized in cost of service under short-term leases.

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable and Accrued Liabilities

4 unchanged sentences

Other liabilities

Other liabilities as of June 30, 2024 and 2023

mainly consisted of tenant’s deposit.

Other liabilities as of June 30, 2025 mainly consisted

of tenant deposits.

Convertible notes

On November 25, 2024, the Company entered into

a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd.

(the “Investor”), pursuant to which the Company

has the right to sell to the Investor up to $ 50.0 million (the “Commitment Amount”) of shares of the Company’s common

stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

In connection

with the SEPA, and subject to the conditions set forth therein, the Investor agreed to advance to the Company pursuant to certain convertible

promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $ 21.0 million (the “Pre-Paid Advance”),

subject to a 10 % original issue discount, to be disbursed to the Company in three tranches:

● The first Pre-Paid Advance was disbursed on November 25, 2024 (Promissory Note 1), in the amount of $ 5.0 million and the Company received $ 4.5 million in cash, net of the 10 % original issue discount.

● The second Pre-Paid Advance was disbursed on December 17, 2024 (Promissory Note 2), in the amount of $ 5.0 million and the Company received $ 4.5 million in cash, net of the 10 % original issue discount.

● The third Pre-Paid Advance, originally expected to be advanced in the principal amount of $ 11.0 million on the second trading day after the initial Registration Statement (as defined in the SEPA) first became effective, is no longer expected to be disbursed, since the initial Registration Statement did not become effective within 75 calendar days of the date of the registration rights agreement entered into between the Company and the Investor in connection with the SEPA, which was a condition precedent to such advance.

According to the SEPA, the Company, at its sole

discretion, 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 shares of the Company’s common stock to the Investor

as long as there is a balance outstanding under a Convertible Note.

The Company agreed to pay a commitment fee of

$ 500,000 , representing 1 % of the Commitment Amount (the “Commitment Fee”).

The Commitment Fee was to be satisfied as follows:

(a) Initial Payment:

One-half of the Commitment Fee, amounting to $ 250,000 , was paid on December 13, 2024, through the issuance of 43,147

shares of common stock to the Investor.

The number of shares of common stock was determined by dividing one-half of the Commitment Fee

by the average of the daily volume-weighted average price (“VWAP”) of the Company’s common shares during the three trading

days immediately preceding November 25, 2024.

The remaining one-half of the Commitment Fee, amounting to $ 250,000 (the “Deferred

Fee”) was initially expected to be paid on the three-month anniversary of the date of the SEPA, either in cash or, at the Company’s

election, by way of a Pre-paid Advance.

Pursuant to a modification agreement (the “Modification Agreement”) entered into by

and between the Company and the Investor, the Company agreed to pay to the Investor a reduced amount of $ 150,000 in cash on March 24,

2025, and the Investor agreed to accept such reduced amount in full satisfaction of the Deferred Fee.

Unless earlier terminated as provided thereunder,

the SEPA 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 shares of common stock equal to $ 50,000,000 .

Advance Notice

If the Company requests a purchase of shares 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).

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Convertible Notes (cont.)

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 of 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 ) (the “Floor Price”) then in effect.

In March 2025, the Company issued 434,879 shares of common

stock, par value of US$ 0.00001 per share, at a price of US$ 1.72 per share, for an aggregate amount of US$ 750,000 , representing

the conversion of the SEPA loan for Investor Notices pursuant to the SEPA.

In May 2025, the Company issued 138,908 shares

of common stock, par value of US$ 0.00001 per share, at a price of US$ 1.4398 per share, for an aggregate amount of US$ 200,000 , representing

the conversion of the SEPA loan for Investor Notices pursuant to the SEPA.

Repayments of Convertible Notes

Interest accrues 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.

discount and transaction costs are amortized into expenses based on the effective interest rate method.

The effective interest rate related

to the Convertible Notes is 13.99 %.

First Modification

Pursuant to the Modification Agreement signed

with the Investor on March 21, 2025 (the “First Modification”), the Company confirms, acknowledges, and agrees that an event

described in Section 1(c) of the Promissory Notes has occurred (the “Floor Price Event”) and is continuing, because the VWAP

was less than the Floor Price for five consecutive Trading Days.

The Company acknowledges that the occurrence of the Floor Price Event

constitutes an Amortization Event under the Promissory Notes, requiring the Company to make monthly cash payments in accordance with Section

1(c) of the Promissory Notes.

In connection with this obligation, the Company agreed to make cash payments on specified dates and in minimum

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Convertible notes (cont.)

The payment schedule began with an initial payment

of $ 850,000 due on March 24, 2025 , followed by eight weekly minimum payments of $ 200,000 each, commencing the week of March 31, 2025 ,

and continuing through the week of May 19, 2025 .

In total, the Company was obligated to make minimum payments of $ 2,450,000 under this

The Company has fully settled these minimum payments

in accordance with the payment schedule.

The Company also retains the option to make payments in excess of the stated minimums, and any

such additional amounts are applied first to reduce the original principal balance of the Convertible Promissory Note dated November 25,

In consideration of the covenants and agreements

set forth in the Modification Agreement dated March 21, 2025, the Investor agreed, from the date thereof until May 20, 2025, to:

the Company’s obligation to make monthly payments as a result of the Floor Price Event or otherwise pursuant to Section 1(c) of

the Promissory Notes, (B) shall not submit any Conversion Notices or Investor Notices unless the stock is trading at a price per share

that is greater than $ 1.80 at the time any such notice is delivered, and (C) waive the application of the Payment Premium in respect of

Company payments made in accordance with Section 2 above;

in each case provided that (i) the Company strictly complies with the terms

of this Agreement and (ii) there is no occurrence or existence of any Event of Default or any breach of any term of any of the Financing

Since the change of the modified debt instrument

is not substantially different from those of the old debt, the First Modification is accounted for as a modification.

Second Modification

Pursuant to the Modification Agreement signed

with the Investor on June 6, 2025 (the “Second Modification”), the Company also agreed to make, cash payments on the dates

and in the minimum amounts under the promissory notes in the aggregate, as set forth below.

The Company may, at its option, make cash

payments in excess of the minimum amounts set forth below.

Payment made pursuant to this Agreement shall be applied first to Promissory

Note 2, then to Promissory Note 1, unless otherwise agreed by the parties.

July 16, 2025

August 15, 2025

As of June 30, 2025, the Company had paid the

minimum payment of $ 1,010,000 .

The present value of the cash flows under the

new debt instrument, when discounted at the effective interest rate of the original instrument, exceeds 10 % of the present value of the

remaining cash flows under the original instrument.

As the terms of the modified debt instrument are substantially different from those

of the original debt, the Second Modification is accounted for as an extinguishment.

As a result, the Company recognized a loss on

debt extinguishment of $ 1,192,431 .

The effective interest rate applicable to the new debt is 10.25 %.

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Income (Expenses)

5 unchanged sentences

Credit card rebate income

Other expenses

Under the current California state and U.S.

1 unchanged sentence

federal income tax at a flat rate of 21 %.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

Income Taxes (cont.)

The Company’s provision for income taxes

The Company’s provision for income taxes/(recovery)

consisted of the following:

Total income taxes

( 1,536,455 )

Total income tax expenses (recovery)

( 1,563,409 )

The following table reconciles income taxes based

statutory tax rate to the Company’s income tax expense:

Statutory tax rate

Income for the year before income taxes

(Loss) Income for the year before income taxes

( 16,912,176 )

Expected income tax expense

( 5,046,594 )

Permanent differences – deductible state tax expense in computation of federal tax

Change in temporary differences

Current income taxes

Deferred income taxes

Change in valuation allowance

Prior year true-up

Total income taxes

The following table reconciles income taxes based

statutory tax rate to the Company’s income tax expense:

( 1,563,409 )

Significant components of deferred income tax

1 unchanged sentence

Deferred income tax assets (liabilities)

Net operating loss carrying forward

Allowance for credit loss

Valuation allowance

( 3,510,139 )

Property, plant and equipment

( 1,707,394 )

( 1,657,958 )

Total deferred income tax assets (liabilities)

( 1,536,455 )

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

As at June 30, 2025, the Company had federal

and state net operating loss carryforwards of US$ 16.82 million and US$ 17.05 million, respectively, which may be carried forward indefinitely.

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stockholders’ Equity

The Company is authorized to issue 100,000,000

shares of common stock, par value US$ 0.00001 per share, 41,634,000 and 40,000,000 shares were issued and outstanding as of June 30, 2024

shares of common stock, par value US$ 0.00001 per share, with 42,250,934 and 41,634,000 shares were issued and outstanding as of June 30,

2025 and 2024, respectively.

May 15, 2024, the Company closed its initial public offering (the “IPO”) of 1,600,000 shares of common stock, par value of

US$ 0.00001 per share, for a price of US$ 5.00 per share for aggregate gross proceeds of $ 8 million from the offering.

The total net proceeds

to the Company from the IPO, less certain underwriting discounts and expenses, were approximately $ 5.2 million.

In connection with the

IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC, and granted a 45 -

day option to purchase up to 240,000 additional shares of common stock from the Company at the offering price of US$ 5.00 per share.

As of the reporting date, the underwriter has exercised the option to purchase

34,000 additional shares of common stock from the Company.

May 15, 2024, the Company issued to the Representative and its affiliates warrants, exercisable during the five-year period from the

commencement of sales of this offering, 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

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 $ 4.62 , risk free rate of 4.46 %, expected term of five years ;

price of the warrants of $ 6.25 , volatility of 100 %;

On May 15, 2024, the Company issued to EF Hutton LLC (now known

Boral Capital LLC;

hereinafter, the “Representative”), as representative of the several underwriters with

respect to the Company’s initial public offering (the “IPO”), and its affiliates, certain warrants, exercisable during

the five-year period from the commencement of sales of the shares of common stock offered in the IPO, entitling the Representative to

purchase an aggregate of up to 81,700 shares of common stock at a per share price equal to 125.0 % of the public offering

price per share in the IPO, or US$ 6.25 (the “Representative’s Warrants”).

The fair value of US$ 268,430 of

the Representative’s Warrants, using the Black Scholes Model with the following weighted-average assumptions:

market value of underlying

share of US$ 4.62 , risk free rate of 4.46 %, expected term of five years ;

exercise price of the warrants of US$ 6.25 , volatility

and expected future dividends of nil , was recorded in the Additional Paid-in Capital.

On December 13, 2024, the Company issued 43,147

shares of common stock, par value of US$ 0.00001 per share, for a price of US$ 5.79 per share, for an aggregate amount of US$ 250,000 as

50 % of the commitment fee to an investor.

In March 2025, the Company issued 434,879 shares of common stock, par

value of US$ 0.00001 per share, at a price of US$ 1.72 per share, for an aggregate amount of US$ 750,000 , for Investor Notices pursuant to

In May 2025, the Company issued 138,908 shares

of common stock, par value of US$ 0.00001 per share, at a price of US$ 1.44 per share, for an aggregate amount of US$ 200,000 , for Investor

Notices pursuant to the SEPA.

Earnings per Share

1 unchanged sentence

year ended June 30, 2025 and 2024 were as follows:

Net income attributable to stockholders – basic and diluted

Net (loss) income attributable to stockholders – basic and diluted

( 15,348,767 )

Weighted average number of shares of common stock outstanding – basic

Earnings per share attributable to stockholders – basic

(Loss) Earnings per share attributable to stockholders – basic

Weighted average number of shares of common stock outstanding – diluted

Earnings per share attributable to stockholders – diluted

(Loss) Earnings per share attributable to stockholders – diluted

Basic earnings per share is computed using the

2 unchanged sentences

average number of shares and dilutive share equivalents outstanding during the period.

ARMLOGI HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

For the year ended June 30, 2025, the computation

of diluted loss per share does not assume the impacts from the exercise of the Company’s outstanding unexercised warrants and the

convertible debt, due to its loss position for the year ended June 30, 2025.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

Other commitments

than the standby letters of credit with Eastwest Bank in the

aggregate amount of $ 2,061,673 (see Note 2) and the operating and finance leases (See Note 7), the Company did not have other significant

commitments, long-term obligations, or guarantees as of June 30, 2024 and 2023.

Other than the standby letters of credit with

Eastwest Bank in the aggregate amount of US$ 4,387,550 (see Note 2) and the operating and finance leases (see Note 7), the Company did

not have other significant commitments, long-term obligations, or guarantees as of June 30, 2025 and 2024.

Contingencies

18 unchanged sentences

The Company had the following related party transactions:

(i) During the year ended June 30, 2024, the Company’s related parties,

Jacky Chen, advanced US$ 1,000 to support the Company’s working capital needs.

(i) During the year ended June 30, 2025, the Company repaid an

aggregate of US$ 350,209 to the Company’s related parties, Jacky Chen and Tong Wu.

During the year ended June 30, 2024, the Company’s

related parties, Jacky Chen, Aidy Chou and Tong Wu, advanced an aggregate of US$ 351,909 to support the Company’s working capital

(ii) During the year ended June 30, 2024, 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 .

(iii) DNA Motor Inc., the landlord of five of the Company’s operating

leases, is owned by Jacky Chen.

related party, Jacky Chen, advanced US$ 1,000 to support the Company’s working capital needs.

(ii) DNA Motor Inc., the landlord of five of the Company’s

operating leases, is owned by Jacky Chen.

During the year ended June 30, 2025, for these operating leases, US$ 302,855 (2024:

US$ 465,396 ) lease expense

was recorded in general and administrative expenses, US$ 11,576,570 (2023:

US$ 12,614,766 ) was recorded in costs of sales and US$ 1,244,809

nil ) was recorded in other expenses.

The aggregate lease liability associated with these operating leases as of June 30, 2024 was

US$ 396,213 )

of lease expense was recorded in general and administrative expenses, US$ 8,995,340 (2024:

US$ 11,576,570 ) was recorded in cost of service,

and US$ 396,654 (2024:

US$ 1,244,809 ) was recorded in other expenses.

The aggregate lease liability associated with these operating leases

as of June 30, 2025 was US$ 24,092,384 (2024:

US$ 32,853,612 ).

(iv) During the year ended June 30, 2024, the Company generated

revenue of US$ 2,771,845 (2023:

(iii) During the year ended June 30, 2025, the Company generated revenue

of US$ 118,285 (2024:

US$ 520,805 ) for providing logistic services to DNA Motor Inc.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)

Related Party Transactions and Balances

Related Party transactions (cont.)

(v) During the year ended June 30, 2024, the Company incurred

operating expenses of US$ 840,135 and general and administrative expenses of US$ 613 for outside services, warehouse supplies, freight

expenses and operating expenses provided by DNA Motor Inc.

During the year ended June 30, 2023, the Company incurred costs of sales and

operating expenses that totaled US$ 1,211,613 for warehouse supplies, office supplies and freight services provided by DNA Motor Inc.

(vi) On January 22, 2024, the Company entered into a loan agreement

During the year ended June 30, 2025, the Company paid

expenses in the total amount of US$ 680,961 (2024:

US$ 2,549,849 ) on behalf of DNA Motor Inc.

(iv) During the year ended June 30, 2025, the Company incurred

operating expenses of US$ 3,541,534 for outside services, warehouse supplies, freight expenses and operating expenses provided by DNA

During the year ended June 30, 2024, the Company incurred operating expenses of US$ 840,135 and general and administrative

expenses of US$ 613 for outside services, warehouse supplies, freight expenses and operating expenses provided by DNA Motor Inc.

(v) During the year ended June 30, 2025, the Company generated revenue

of US$ 893,148 (2024:

US$ 2,251,040 ) for providing warehousing services to DNA Motor Inc.

(vi) During the year ended June 30, 2025, the Company purchased

plant and equipment from DNA Motor Inc.

of US$ 8,000 (2024:

(vii) On January 22, 2024, the Company entered into a loan agreement

with Tony Wu for a principal of US$ 700,000 .

The loan matures on January 24, 2025 and bears interest at a rate of 3.2 % annually.

The loan matured on January 24, 2025 and bore interest at a rate of 3.2 % annually.

6, 2024, the loan was repaid with the principal and interest expense of US$ 2,700 .

Due from related party balance

The Company’s balances due from related

parties as of June 30, 2024 and 2023 were as follows:

due from related party balances as of June 30, 2023 are unsecured, bear interest at a rate of 3.2 %, and are due on demand.

HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions and Balances

Due to related party balance

2 unchanged sentences

The due to related party balances as of June 30,

2024 and 2023 are unsecured, interest-free, and are due on demand.

2024 were unsecured, interest-free, and are due on demand.

Subsequent Events

2 unchanged sentences

that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes

to the consolidated financial statements.

to the consolidated financial statements other than the one below:

March 6, 2025, the Company entered into a non-binding Letter of Intent to acquire 100 % of the issued and outstanding capital stock of

Leopard Transnational Inc., a California-based logistics provider with approximately 360,000 square feet of U.S.

warehouse space.

proposed consideration includes common stock and potential earn-out payments.

The transaction remains subject to due diligence, negotiation

of a definitive agreement, and necessary approvals, and had not been completed as of the date the financial statements were available

to be issued.

Changes in and Disagreements with Accountants on Accounting

1 unchanged sentence

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 8. Financial Statements and Supplementary Data