What changed in this filing

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Item 9A. Controls and Procedures

2025-09-25 compared with 2024-09-26 · 66 added, 25 removed, 135 unchanged (40% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance

that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time

periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated,

can provide absolute assurance of achieving the desired control objectives.

In accordance with Rules

13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer

and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2024

and determined that the disclosure controls and procedures were not effective at a reasonable assurance level as of that date.

We maintain disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that

are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely

decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, we recognize that no controls

and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

In accordance with Rules 13a-15(b) and 15d-15(b)

of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,

carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025 and determined that the disclosure

controls and procedures were not effective at a reasonable assurance level as of that date.

Internal Control Over Financial Reporting

1 unchanged sentence

control over financial reporting.

This annual report does not include a report of management's assessment regarding internal control

over financial reporting, due to a transition period established by rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over our

financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Our management, with the participation of our

Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has assessed the effectiveness

of our internal control over financial reporting as of June 30, 2025.

In making this assessment, management used the criteria set forth

in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .

Based on the assessment using those criteria,

management concluded that, as of June 30, 2025, our internal control over financial reporting was not effective due to a material control

weakness related to inadequate formalization and documentation of internal control policies and procedures over key financial reporting

We have formulated plans to address the above

- engaging a qualified third-party

internal audit firm to assist in designing, documenting, and testing our ICFR framework in accordance with SOX requirements;

- implementing company-wide control

policies and standardized procedures for transaction approvals, account reconciliations, and financial reporting cycles ;

- designating internal personnel

to coordinate control execution, while ensuring proper oversight from our financial and management team.

We will implement the above initiatives will as

soon as practicable to address the identified weaknesses.

Attestation report of the registered public

53 unchanged sentences

Description of Securities

Filed herewith

September 26, 2024

Employment Agreement effective as of January 1, 2022 by and between Aidy Chou and Armstrong Logistic

24 unchanged sentences

September 22, 2023

Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between Armlogi Holding Corp.

and YA II PN, LTD.

November 26, 2024

First Tranche Convertible Promissory Note, dated November 25, 2024, in favor of YA II PN, LTD.

November 26, 2024

Second Tranche Convertible Promissory Note, dated December 17, 2024, in favor of YA II PN, LTD.

December 20, 2024

Global Guaranty Agreement, dated November 25, 2024, by Armlogi Logistic Inc., Armlogi Truck Dispatching LLC, Andtech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and Andtech Customs Broker LLC in favor of YA II PN, LTD.

November 26, 2024

Registration Rights Agreement, dated November 25, 2024 by and between Armlogi Holding Corp.

and YA II PN, LTD.

November 26, 2024

Modification Agreement, dated March 21, 2025, by and between the Company and YA II PN, LTD

March 24, 2025

Second Modification Agreement, dated June 6, 2025, by and between the Company and YA II PN, LTD

Code of Business Conduct and Ethics

1 unchanged sentence

Insider Trading Policy

Filed herewith

September 26, 2024

September 22, 2023

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

9 unchanged sentences

Compensation Recovery Policy

Filed herewith

September 26, 2024

Inline XBRL Instance Document

12 unchanged sentences

Filed herewith

* In accordance with Item 601(b)(32)(ii) of Regulation S-K

and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K

and will not be deemed filed for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to be incorporated

by reference into any filings under the Securities Act or the Exchange Act.

* In accordance with Item 601(b)(32)(ii)

of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany

this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to

be incorporated by reference into any filings under the Securities Act or the Exchange Act.

Form 10-K Summary.

13 unchanged sentences

September 25, 2025

Chairman of the Board of Directors (Principal Executive

/s/ Zhiliang (Ian) Zhou

Chairman of the Board of Directors (Principal Executive Officer)

/s/ Sheng-Kai

Chief Financial Officer

September 25, 2025

Zhiliang (Ian) Zhou

Sheng-Kai (Scott) Hsu

(Principal Accounting and Financial Officer)

2 unchanged sentences

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 9A. Controls and Procedures