Armlogi Holding Corp. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, 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 Management’s annual report on internal control over financial reporting. 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 processes. We have formulated plans to address the above weakness by: - 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 ; and - 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 accounting firm. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report. Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 39 PART III Item 10. Directors, Executive Officers and Corporate Governance. In response to this Item, the information to be set forth in our Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) to be filed within 120 days following the end of our fiscal year, under the headings “Proposal No. 1—Election of Directors,” “Our Executive Officers,” “Section 16(a) Compliance,” and “Corporate Governance Practices and Policies” is incorporated herein by reference. Item 11. Executive Compensation. In response to this Item, the information will be set forth in the 2025 Proxy Statement under the headings “Executive Compensation” and “Corporate Governance Practices and Policies” and will be incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. In response to this Item, the information will be set forth in the 2025 Proxy Statement under the headings “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” and will be incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. In response to this Item, the information will be set forth in the 2025 Proxy Statement under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance Practices and Policies—Board and Committee Independence” and will be incorporated herein by reference. Item 14. Principal Accounting Fees and Services. In response to this Item, the information will be set forth in the 2025 Proxy Statement under the heading “Matters Relating to the Independent Registered Public Accounting Firm” and will be incorporated herein by reference. 40 PART IV Item 15. Exhibit and Financial Statement Schedules (a) Financial Statements We have filed the financial statements in Item 8. Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K. (b) Exhibits The following is a list of all exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit Incorporated by Reference (Unless Otherwise Indicated) Number Exhibit Title Form File Exhibit Filing Date 3.1 Articles of Incorporation S-1 333-274667 3.1 September 22, 2023 3.2 Amendment to Articles of Incorporation of the Registrant, dated February 22, 2023, for correction of par value S-1 333-274667 3.2 September 22, 2023 3.3 Bylaws S-1 333-274667 3.3 September 22, 2023 4.1 Specimen Stock Certificate S-1 333-274667 4.1 September 22, 2023 4.2 Description of Securities 10-K 001-42099 4.2 September 26, 2024 10.1 Employment Agreement effective as of January 1, 2022 by and between Aidy Chou and Armstrong Logistic S-1 333-274667 10.1 September 22, 2023 10.2 Employment Agreement effective as of January 1, 2022 by and between Tong Wu and Armstrong Logistic S-1 333-274667 10.2 September 22, 2023 10.3 Employment Agreement effective as of August 1, 2023 by and between Zhiliang (Ian) Zhou and Armstrong Logistic S-1 333-274667 10.3 September 22, 2023 10.4 Indemnification Agreement dated September 22, 2023 by and between Aidy Chou and the Registrant S-1 333-274667 10.4 September 22, 2023 10.5 Indemnification Agreement dated September 22, 2023 by and between Tong Wu and the Registrant S-1 333-274667 10.5 September 22, 2023 10.6 Indemnification Agreement dated September 22, 2023 by and between Zhiliang (Ian) Zhou and the Registrant S-1 333-274667 10.6 September 22, 2023 10.7 Indemnification Agreement dated September 22, 2023 by and between Kwong Sang Liu and the Registrant S-1 333-274667 10.7 September 22, 2023 10.8 Indemnification Agreement dated September 22, 2023 by and between Russel Morgan and the Registrant S-1 333-274667 10.8 September 22, 2023 10.9 Indemnification Agreement dated September 22, 2023 by and between Florence Ng and the Registrant S-1 333-274667 10.9 September 22, 2023 10.10 Director Offer Letter, between Kwong Sang Liu and the Registrant, dated September 19, 2023 S-1 333-274667 10.10 September 22, 2023 41 10.11 Director Offer Letter, between Russell Morgan and the Registrant, dated September 19, 2023 S-1 333-274667 10.11 September 22, 2023 10.12 Director Offer Letter, between Florence Ng and the Registrant, dated September 19, 2023 S-1 333-274667 10.12 September 22, 2023 10.13 Service Agreement dated April 10, 2020 by and between FedEx and Armstrong Logistic S-1 333-274667 10.13 September 22, 2023 10.14 Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between Armlogi Holding Corp. and YA II PN, LTD. 8-K 001-42099 10.1 November 26, 2024 10.15 First Tranche Convertible Promissory Note, dated November 25, 2024, in favor of YA II PN, LTD. 8-K 001-42099 10.2 November 26, 2024 10.16 Second Tranche Convertible Promissory Note, dated December 17, 2024, in favor of YA II PN, LTD. 8-K 001-42099 10.1 December 20, 2024 10.17 Global Guaranty Agreement, dated November 25, 2024, by Armlogi Logistic Inc., Armlogi Truck Dispatching LLC, Andtech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and Andtech Customs Broker LLC in favor of YA II PN, LTD. 8-K 001-42099 10.3 November 26, 2024 10.18 Registration Rights Agreement, dated November 25, 2024 by and between Armlogi Holding Corp. and YA II PN, LTD. 8-K 001-42099 10.4 November 26, 2024 10.19 Modification Agreement, dated March 21, 2025, by and between the Company and YA II PN, LTD 8-K 001-42099 10.1 March 24, 2025 10.20 Second Modification Agreement, dated June 6, 2025, by and between the Company and YA II PN, LTD 8-K 001-42099 10.1 June 6, 2025 14.1 Code of Business Conduct and Ethics S-1 333-274667 14.1 September 22, 2023 19.1 Insider Trading Policy 10-K 001-42099 19.1 September 26, 2024 21.1 Subsidiaries S-1 333-274667 21.1 September 22, 2023 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — Filed herewith 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — Filed herewith 42 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — Furnished herewith 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — Furnished herewith 97.1 Compensation Recovery Policy 10-K 001-42099 97.1 September 26, 2024 101.INS Inline XBRL Instance Document — — — Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document — — — Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document — — — Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document — — — Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document — — — Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document — — — Filed herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) — — — Filed herewith * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-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. Item 16. Form 10-K Summary. None. 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Armlogi Holding Corp. Date: September 25, 2025 By: /s/ Aidy Chou Name: Aidy Chou Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Aidy Chou Chief Executive Officer, Director, and September 25, 2025 Name: Aidy Chou Chairman of the Board of Directors (Principal Executive Officer) /s/ Sheng-Kai (Scott) Hsu Chief Financial Officer September 25, 2025 Name: Sheng-Kai (Scott) Hsu (Principal Accounting and Financial Officer) /s/ Tong Wu Secretary, Treasurer, and Director September 25, 2025 Name: Tong Wu 44