Armlogi Holding Corp. 10-Q

Item 1. Financial Statements ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 AND JUNE 30, 2025 (US$, except share data, or otherwise noted) March 31, 2026 June 30, 2025 US$ US$ Unaudited Audited Assets Current assets Cash and cash equivalents 2,668,304 9,190,277 Accounts receivable and other receivable, net of credit loss allowance of $ 594,869 and $ 594,869 18,392,275 22,207,500 Other current assets 783,826 998,925 Prepaid expenses 1,307,390 1,375,646 Loan receivables, net of credit loss allowance of $ nil and $ nil 1,681,245 3,893,563 Total current assets 24,833,040 37,665,911 Non-current assets Restricted cash 4,398,412 4,387,550 Property and equipment, net 10,074,357 11,259,820 Intangible assets, net 22,259 54,627 Right-of-use assets – operating leases 102,118,310 115,361,185 Right-of-use assets – finance leases 1,408,755 745,547 Other non-current assets 883,125 739,555 Total assets 143,738,258 170,214,195 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Current liabilities Accounts payable and accrued liabilities 8,381,753 9,604,783 Contract liabilities 602,808 939,097 Accrued payroll liabilities 663,443 283,150 Convertible notes - 5,292,749 Operating lease liabilities – current 35,351,135 29,280,907 Finance lease liabilities – current 759,787 386,327 Total current liabilities 45,758,926 45,787,013 Non-current liabilities Operating lease liabilities – non-current 83,822,574 98,939,552 Finance lease liabilities – non-current 702,532 397,692 Total liabilities 130,284,032 145,124,257 Commitments and contingencies Stockholders’ equity Common stock, US$ 0.00001 par value, 100,000,000 shares authorized, 45,443,079 and 42,250,934 issued and outstanding as of March 31, 2026 and June 30, 2025, respectively 454 422 Additional paid-in capital 20,468,826 16,668,858 Retained earnings (Accumulated deficits) ( 7,015,054 ) 8,420,658 Total stockholders’ equity 13,454,226 25,089,938 Total liabilities and stockholders’ equity 143,738,258 170,214,195 The accompanying notes form an integral part of these condensed consolidated financial statements. 1 ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025 (US$, except share data, or otherwise noted) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Nine months Ended March 31, 2026 Nine months Ended March 31, 2025 US$ US$ US$ US$ Unaudited Unaudited Unaudited Unaudited Revenue 41,678,009 45,844,322 142,694,036 139,469,900 Costs of services 43,543,277 45,566,202 147,813,653 142,315,578 Gross profit ( 1,865,268 ) 278,120 ( 5,119,617 ) ( 2,845,678 ) Operating costs and expenses: General and administrative 3,325,439 4,472,813 10,871,295 10,800,794 Total operating costs and expenses 3,325,439 4,472,813 10,871,295 10,800,794 Loss from operations ( 5,190,707 ) ( 4,194,693 ) ( 15,990,912 ) ( 13,646,472 ) Other (income) expenses: Other income, net ( 159,603 ) ( 718,025 ) ( 1,200,475 ) ( 2,488,346 ) Loss on Disposal of Assets — — — 43,625 Finance costs 36,373 278,385 628,839 367,382 Total other (income) ( 123,230 ) ( 439,640 ) ( 571,636 ) ( 2,077,339 ) Loss before provision for income taxes ( 5,067,477 ) ( 3,755,053 ) ( 15,419,276 ) ( 11,569,133 ) Current income tax expense — — 16,436 — Deferred income tax (recovery) expense — — — ( 1,506,969 ) Total income tax (recovery) expenses — — 16,436 ( 1,506,969 ) Net loss ( 5,067,477 ) ( 3,755,053 ) ( 15,435,712 ) ( 10,062,164 ) Total comprehensive loss ( 5,067,477 ) ( 3,755,053 ) ( 15,435,712 ) ( 10,062,164 ) Basic & diluted net loss per share ( 0.11 ) ( 0.09 ) ( 0.35 ) ( 0.24 ) Weighted average number of shares of common stock-basic and diluted 45,443,079 41,714,608 44,442,202 41,651,007 The accompanying notes form an integral part of these condensed consolidated financial statements. 2 ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025 (US$, except share data, or otherwise noted) Common Stock Amount Additional paid-in capital Retained earnings (Accumulated deficits) Total equity Nine months Ended Balance as of June 30, 2024 41,634,000 416 15,468,864 23,769,425 39,238,705 Net loss — — — ( 10,062,164 ) ( 10,062,164 ) Issuance of common stock for commitment fee 43,147 1 249,999 — 250,000 Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA) 434,879 4 749,996 — 750,000 Balance as of March 31, 2025 (unaudited) 42,112,026 421 16,468,859 13,707,261 30,176,541 Three Months ended Balance as of December 31,2024 (unaudited) 41,677,147 417 15,718,863 17,462,314 33,181,594 Net loss — — — ( 3,755,053 ) ( 3,755,053 ) Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA) 434,879 4 749,996 — 750,000 Balance as of March 31, 2025 (unaudited) 42,112,026 421 16,468,859 13,707,261 30,176,541 Nine months Ended Balance as of June 30, 2025 42,250,934 422 16,668,858 8,420,658 25,089,938 Net loss — — — ( 15,435,712 ) ( 15,435,712 ) Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA) 3,192,145 32 3,799,968 — 3,800,000 Balance as of March 31, 2026 (unaudited) 45,443,079 454 20,468,826 ( 7,015,054 ) 13,454,226 Three Months ended Balance as of December 31, 2025 (unaudited) 45,443,079 454 20,468,826 ( 1,947,577 ) 18,521,703 Net loss — — — ( 5,067,477 ) ( 5,067,477 ) Balance as of March 31, 2026 (unaudited) 45,443,079 454 20,468,826 ( 7,015,054 ) 13,454,226 The accompanying notes form an integral part of these condensed consolidated financial statements. 3 ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) (US$, except share data, or otherwise noted) For The Nine months Ended March 31, 2026 For The Nine months Ended March 31, 2025 US$ US$ Unaudited Unaudited Cash Flows from Operating Activities: Net loss ( 15,435,712 ) ( 10,062,164 ) Adjustments for items not affecting cash: Net loss from disposal of fixed assets — 43,625 Depreciation of property and equipment and right-of-use assets-finance leases 2,568,088 1,983,166 Amortization 32,368 26,706 Non-cash operating leases expense 4,196,125 5,833,789 Current estimated credit loss — 228,363 Accretion of convertible notes 527,251 344,925 Deferred income taxes — ( 1,536,455 ) Interest income ( 55,992 ) ( 96,340 ) Gain from settlement of commitment payable — ( 100,000 ) Changes in operating assets and liabilities: Accounts receivable and other receivables 3,815,225 ( 1,606,810 ) Other current assets 215,099 ( 597,401 ) Other non-current assets ( 143,570 ) 252,001 Prepaid expenses 68,256 ( 75,557 ) Accounts payable & accrued liabilities ( 1,343,843 ) ( 631,472 ) Contract liabilities ( 336,289 ) 191,665 Income tax payable — ( 57,589 ) Accrued payroll liabilities 380,293 282,280 Net changes in derecognized ROU and operating lease liabilities — ( 63,874 ) Net cash used in operating activities ( 5,512,701 ) ( 5,641,142 ) Cash Flows from Investing Activities: Purchase of property and equipment ( 787,828 ) ( 2,593,457 ) Loan disbursements ( 2,370,000 ) ( 1,000,000 ) Proceeds from loan repayments 4,638,310 2,036,705 Proceeds from sale of property and equipment — 25,000 Net cash provided by (used in) investing activities 1,480,482 ( 1,531,752 ) Cash Flows from Financing Activities: Repayment to related parties — ( 350,209 ) Repayment of commitment payable — ( 150,000 ) Repayments of finance lease liabilities ( 458,892 ) ( 108,935 ) Proceeds from convertible notes — 8,092,473 Repayments of convertible notes ( 2,020,000 ) ( 850,000 ) Net cash (used in) provided by financing activities ( 2,478,892 ) 6,633,329 Net decrease in cash and cash equivalents and restricted cash ( 6,511,111 ) ( 539,565 ) Cash and cash equivalents and restricted cash, beginning of the period 13,577,827 9,950,384 Cash and cash equivalents and restricted cash, end of the period 7,066,716 9,410,819 The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: Cash and cash equivalents 2,668,304 5,631,247 Restricted cash – non-current 4,398,412 3,779,572 Total cash and cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets 7,066,716 9,410,819 Supplemental Disclosure of Cash Flows Information: Cash paid for income tax ( 24,900 ) ( 87,074 ) Cash paid for interest — ( 22,457 ) Non-cash Transactions: Right-of-use assets acquired in exchange for finance lease liabilities 1,137,192 — Right-of-use assets acquired in exchange for operating lease liabilities 4,605,476 28,685,914 Increase (Decrease) in right-of-use assets due to remeasurement of lease terms 63,896 ( 884,394 ) Shares issued for Investor Notices pursuant to SEPA by reducing the convertible notes 3,800,000 750,000 Shares issued to settle commitment fee — 250,000 The accompanying notes form an integral part of these condensed consolidated financial statements. 4 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and principal activities Armlogi Holding Corp. and its consolidated subsidiaries (the “Company”) operate as a third-party logistics company, providing multi-model transportation and logistics services primarily in the United States. The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services, including warehousing services, materials management and distribution services, and customs house brokerage services, to complement its core transportation service offering. 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended June 30, 2025. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2026, and its results of operations and cash flows for the nine-month period then ended. Operating results for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 2026. Going Concern These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $ 15.4 million and $ 5.5 million net cash used in operating activities during the nine months ended March 31, 2026 and as of that date, had a net current liability of $ 20.9 million and accumulated deficits of $ 7.0 million. Without additional financing, the Company may not be able to fund its ongoing operations. The Company is expanding its service offerings to new customers, optimizing warehouse utilization, and developing higher-margin logistics solutions to improve profitability and cash generation. Management is executing a cost optimization plan, including delaying certain non-essential capital expenditures, reducing third-party service costs, and improving operational efficiency across warehouse operations to preserve cash flow. In addition, the Company is in discussions with several financial institutions and investors to secure additional credit facilities and other forms of financing to strengthen working capital. There is no assurance that the Company will be able to obtain financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations. These financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. 5 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Principal of consolidation The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage of ownership Date of incorporation Place of incorporation Armlogi Holding Corp. Holding company — September 27, 2022 Nevada, U.S. Armstrong Logistic Inc. Logistic services 100 % April 16, 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, 2021 California, U.S. Andtech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % March 25, 2021 California, U.S. Andtech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (‘U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant accounting estimates required to be made by management include useful lives of property and equipment, allowance for credit losses for accounts receivable and other receivables, and loan receivables, and discount rates used in the lease accounting for both operating lease and finance lease. 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 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 started from August 4, 2023, May 4, 2023, November 15, 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 The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash, accounts receivable and other receivable, loan receivables, other current assets, and other non-current assets. As of March 31, 2026 and June 30, 2025, substantially all of the Company’s cash and cash equivalents and restricted cash were held in EastWest Bank located in the U.S., which management considers to be of high credit quality. As of March 31, 2026 and June 30, 2025, the largest three accounts receivable balances from customers accounted for 37 % and 66 % of the total balance of accounts receivable, respectively. Accounts receivable and other receivables The Company’s receivables are recorded when billed and represent amounts owed by third-party customers. The carrying value of the Company’s receivables, net of the expected credit loss, represents their estimated net realizable value. The Company evaluates the expected credit loss of accounts receivable and other receivables on a loss rate method based on historical information adjusted for current conditions and future estimated economic performance. The Company’s credit term generally ranges from 3 to 30 days, but may be extended up to 180 days with the approval from the board of directors of the Company. 6 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Loans 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: ● historical loss experience for similar loan portfolios; ● current conditions, such as borrower financial performance and collateral values; and ● reasonable 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 Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rates of these assets are generally as follows: Category Depreciation method Depreciation rate Furniture and fixtures Straight-line 7 years Auto & trucks Straight-line 5 – 8 years Trailers & truck chassis Straight-line 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 as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amounts of the relevant assets and are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. Long-Lived Assets Long-lived assets, such as property and equipment, and definite-lived intangible assets, right-of-use assets (operating lease and finance lease) are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. No impairment losses of long-lived assets were recorded during the three and nine months ended March 31, 2026 and 2025. Intangible assets consist of software and security systems, which are amortized using the straight-line method over five to seven years. 7 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Revenue recognition The Company provides one-stop logistic services. The Company’s revenue is primarily from transportation services, which include the arrangement of freight services. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed-upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s destination. The transportation services that are provided to the customer, including certain ancillary services, such as loading/unloading, freight insurance, and customs clearance, represent a single performance obligation, as these promises are not distinct in the context of the contract. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based on the departure date and the delivery date. Determination of the transit period and the percentage of completion of the shipment as of the reporting date will affect the timing of revenue recognition. The Company has determined that revenue recognition based on the time in transit provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The change in contract liabilities is due to the timing of customer deposits for orders, offset by customer deposits recognized as revenue during the period. The Company expects to recognize revenue for any performance obligations within a twelve-month period and has elected not to provide disclosures regarding remaining performance obligations for contracts with a term of one year or less. The Company also provides warehousing services for its customers. These warehousing service contracts include two performance obligations: i) inventory management and order fulfilment and ii) storage services. The Company’s performance obligation for inventory management and order fulfilment is satisfied at a point in time as services are generally priced based on the number of items processed and handled. The benefits are consumed by the customers at the point in time when such specific services are performed by the Company. Performance of such services generally takes less than one day to process. The performance obligation for storage services is satisfied over time as the storage service is based on a term period and the customers simultaneously receive and consume the services provided by the Company as they are performed. The transaction price for the warehousing services is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized based on the level of activity volume. Other services include primarily customs house brokerage services sold on a stand-alone basis as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue. ASC 606, Revenue from Contracts with Customers, provides for a five-step model for recognizing revenue from contracts with customers. These five steps include: (i) Step 1: Identify the contract with the customer (ii) Step 2: Identify the performance obligations in the contract (iii) Step 3: Determine the transaction price (iv) Step 4: Allocate the transaction price to the performance obligations in the contract (v) Step 5: Recognize revenue when the Company satisfies a performance obligation 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 unaudited condensed consolidated statements of operations and comprehensive loss. 8 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Revenue recognition (cont.) A summary of the Company’s revenue disaggregated by major service lines is as follows: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Nine months Ended March 31, 2026 For the Nine months Ended March 31, 2025 US$ US$ US$ US$ Transportation services 23,051,961 28,484,930 87,108,275 93,102,755 Warehousing services 18,608,523 17,345,315 55,535,326 46,323,372 Other services 17,525 14,077 50,435 43,773 Total 41,678,009 45,844,322 142,694,036 139,469,900 Contract liabilities 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 nine months ended March 31, 2026 and 2025, the amounts transferred from contract liabilities at the beginning of the fiscal year to revenue were $ 939,097 and $ 276,463 , respectively. Practical Expedients The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as the Company’s contracts with its transportation customers have an expected duration of one year or less. For the performance obligation to transfer warehousing services in contracts with customers, revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred, since the amortization period of such costs is less than one year. These costs are included in the unaudited condensed consolidated statements of operations and comprehensive loss. 9 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Leases The Company determines if an arrangement is a lease at inception. Leases are classified as either operating leases or finance leases pursuant to ASC 842. i) Operating leases Operating leases are recognized as right-of-use (“ROU”) assets in non-current assets and lease liabilities in current and non-current liabilities in the consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less, the Company recognizes those lease payments on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Lease expenses for lease payments are recognized on a straight-line basis over the lease term and are included in general and administrative expenses, costs of services and other expenses. ii) Finance leases Finance lease ROU assets are included in ROU and current lease liabilities, and other non-current lease liabilities in the unaudited condensed consolidated balance sheets. Finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expenses. The interest on the finance lease liabilities is included in interest expense. The Company has elected the accounting policy to account for leases with both lease and non-lease components as a single lease component. For leases with an initial term of 12 months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expenses on a straight-line basis over the lease term. Taxation Current income taxes are provided on the basis of net profit or loss for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period of the enactment of the change. 10 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Taxation (cont.) The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income, including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry. The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. The Company did not have any unrecognized tax benefits as of March 31, 2026 and June 30, 2025. Earnings per share Basic earnings per share of common stock are computed by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income allocable to common stockholders by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the potential shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. As the Company incurred a net loss for the period, all potentially dilutive instruments are anti-dilutive and, accordingly, basic and diluted loss per share are the same. 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 level. 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 three and nine months ended March 31, 2026 and 2025 were conducted in the U.S. Therefore, revenue for the three and nine months ended March 31, 2026 and 2025 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 March 31, 2026 and June 30, 2025, all of the Company’s long-lived assets were in the U.S. 11 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, other non-current assets, accounts payable and accrued liabilities, accrued payroll liabilities, and lease liabilities. The carrying amounts of cash and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, accounts payable and accrued liabilities, accrued payroll liabilities, 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 other non-current assets and long-term lease liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring or non-recurring basis as of March 31, 2026 and June 30, 2026. Costs of services Costs of services primarily consist of amortization and depreciation, equipment lease and warehouse lease expenses, freight expenses, port handling and customs fees, salary and benefits, temporary labor expenses, warehouse expenses, utilities and other expenses. General and administrative expenses General and administrative expenses primarily consist of office expenses, professional fees, rental expenses, repairs and maintenance, and salary and benefits Recently issued accounting standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): 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 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 July 1, 2024, which did not have a material impact on the Company’s consolidated financial statements. In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new disclosure requirements. 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 statements. 12 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. Accounts Receivable and Other Receivables, Net Accounts receivable and other receivables, net consisted of the following: March 31, 2026 June 30, 2025 US$ US$ Accounts receivable – third parties 18,462,604 22,713,346 Accounts receivable – a related party 300 912 Other receivables – third parties* 79,364 88,111 Other receivables – a related party* 444,876 - Gross total 18,987,144 22,802,369 Less: allowance for credit loss ( 594,869 ) ( 594,869 ) Total 18,392,275 22,207,500 * The balance is comprised primarily of receivables associated with service arrangements that are not within the scope of ASC 606. The allowance for credit loss for the nine months ended March 31, 2026 and the fiscal year ended June 30, 2025 consisted of the following: March 31, 2026 June 30, 2025 US$ US$ Balance as of beginning 594,869 407,182 Additional provision - 275,610 Write-off - ( 87,923 ) Ending balance 594,869 594,869 4. Property and Equipment, Net Property and equipment, net consisted of the following: March 31, 2026 June 30, 2025 US$ US$ Furniture and fixtures 10,854,449 10,414,191 Auto & Truck 2,721,874 2,624,905 Trailers & track chassis 2,215,011 2,215,011 Machinery & equipment 2,510,533 2,139,119 Leasehold improvement 139,541 139,541 Total 18,441,408 17,532,767 Less: Accumulated depreciation ( 8,367,051 ) ( 6,272,947 ) Property and equipment, net 10,074,357 11,259,820 13 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. Property and Equipment, Net (cont.) Depreciation expenses are recorded in costs of services and general and administrative expenses. The Company recorded depreciation expenses of US$ 751,168 and US$ 658,260 during the three months ended March 31, 2026 and 2025, respectively. Specifically, US$ 702,727 and US$ 609,189 of the depreciation expenses were recorded in costs of services for the three months ended March 31, 2026 and 2025, respectively. US$ 48,441 and US$ 49,071 of the depreciation expenses were recorded in general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively. The Company recorded depreciation expenses of US$ 2,094,104 and US$ 1,874,681 during the nine months ended March 31, 2026 and 2025, respectively. Specifically, US$ 1,947,519 and US$ 1,717,363 of the depreciation expenses were recorded in costs of services for the nine months ended March 31, 2026 and 2025, respectively, US$ 146,585 and US$ 157,318 of the depreciation expenses were recorded in general and administrative expenses for the nine months ended March 31, 2026 and 2025, respectively 5. Intangible Assets, Net Intangible assets, net consisted of the following: March 31, 2026 June 30, 2025 US$ US$ Security Systems 85,758 85,758 Software 100,021 100,021 Total 185,779 185,779 Less: Accumulated amortization ( 163,520 ) ( 131,152 ) Intangible assets, net 22,259 54,627 The Company recorded amortization of US$ 32,368 and US$ 26,706 , which were included in costs of services, for the nine months ended March 31, 2026 and 2025, respectively. The Company recorded amortization of US$ 9,111 and US$ 8,829 , which were included in costs of services, for the three months ended March 31, 2026 and 2025, respectively. 6. Loan Receivables The Company’s loan receivables consisted of the following: i) On January 24, 2024, the Company entered into a loan agreement with Athena Home Inc. in the principal amount of US$ 600,000 . The loan originally matured on January 24, 2025 and bore an interest rate of 3.2 % annually. After several extensions, the maturity date of the loan was extended to July 24, 2026 on January 20, 2026. A partial payment of US$ 40,000 was received on March 23, 2026. ii) On May 21, 2024, the Company entered into a loan agreement with MYJW LLC. in the principal amount of US$ 400,000 . The loan originally matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The maturity date of the loan was extended to December 31, 2026 on December 31, 2025. A partial payment of US$ 20,000 was received on March 30, 2026. iii) On June 13, 2024, the Company entered into a loan agreement with Bacalar Enterprise Freight Inc. in the principal amount of US$ 250,000 . The loan originally matured on June 13, 2025 and bears interest at a rate of 3.2 % annually. The maturity date of the loan was further extended to December 13, 2026 on December 13, 2025. A partial payment of US$ 15,000 was received on March 31, 2026. iv) On August 7, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$ 200,000 . The loan matures on August 7, 2026 and bears interest at a rate of 3.6 % annually. A partial payment of US$ 50,000 was repaid by Leopard Transnational Inc. on August 21, 2025. 14 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. Loan Receivables (cont.) v) On September 8, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$ 250,000 . The loan matures on September 8, 2026 and bears interest at a rate of 3.6 % annually. vi) On September 9, 2025, the Company entered into a loan agreement with Kimberly Tenneco Inc. in the principal amount of US$ 820,000 . The loan matures on December 31, 2026 and bears interest at a rate of 5.0 % annually. The loan was fully repaid on December 3, 2025. vii) On May 28, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$ 1.5 million. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The loan was fully repaid on November 14, 2024, and September 19, 2025 with US$ 1.0 million and US$ 0.5 million, respectively. viii) On June 6, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$ 1.0 million. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The loan was fully repaid by September 30, 2025. ix) On August 29, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$ 1.0 million. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The loan was fully repaid by September 30, 2025. As of March 31, 2026, the Company recorded a loan receivable balance of US$ 1,681,245 and long-term loan receivable of US$ Nil , including accrued interest income of US$ 55,992 . As of June 30, 2025, the Company recorded a loan receivable balance of US$ 3,893,563 , including accrued interest income of US$ 143,563 . 7. Leases As of March 31, 2026, the Company had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates from June 2026 through November 2034 with options to renew for varying terms at the Company’s sole discretion. The Company has not included these options to extend or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, that these options will be exercised. The Company had certain sublease contracts and recognized US$ 272,500 and US$ 1,093,104 lease income, recorded in other income, during the nine months ended March 31, 2026 and 2025, respectively. During the nine months ended March 31, 2026, the Company recognized additional operating lease liabilities of US$ 4,605,476 , as a result of entering into two new operating lease agreements. The ROU assets were recognized at the discount rate of 10.35 %, resulting in US$ 4,605,476 on the commencement date. During the nine months ended March 31, 2026, the Company recognized additional finance lease liabilities of US$ 1,137,192 . The ROU assets were recognized at the discount rate of 9.0 %, resulting in US$ 1,137,192 on the commencement date. 15 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. Leases (cont.) The components of lease expenses were as follows: For the nine months ended March 31, 2026 For the nine months ended March 31, 2025 US$ US$ Operating: Operating lease expenses 27,721,236 25,279,522 Financing: Accretion 101,588 22,457 Amortization – included in costs of services 473,985 108,483 Total 575,573 130,940 Cash paid for amounts included in the measurement of liabilities: Operating cash flows used in operating leases 23,525,110 19,181,671 Operating cash flows used in finance leases 101,588 22,457 Financing cash flows used in finance leases 458,892 108,935 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 4,605,476 28,685,914 Finance leases 1,137,192 - Increase (decrease) in right-of-use assets due to remeasurement of lease terms 63,896 ( 884,394 ) The Company recorded operating lease expenses of US$ 9,315,783 and US$ 9,421,215 during the three months ended March 31, 2026 and 2025, respectively. Specifically, US$ 9,122,572 and US$ 8,337,256 of operating lease expenses were recorded in costs of services for the three months ended March 31, 2026 and 2025, respectively. US$ 193,211 and US$ 1,083,959 of operating lease expenses were recorded in general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively. The Company recorded operating lease expenses of US$ 27,721,236 and US$ 25,279,522 during the nine months ended March 31, 2026 and 2025, respectively. Specifically, US$ 26,715,880 and US$ 23,539,448 of operating lease expenses were recorded in costs of services for the nine months ended March 31, 2026 and 2025, respectively. US$ 1,005,356 and US$ 1,343,420 of operating lease expenses were recorded in general and administrative expenses for the nine months ended March 31, 2026 and 2025, respectively. US$ Nil and US$ 396,654 of operating lease expenses were recorded in other expenses for the nine months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows: Operating Finance US$ US$ 2026 8,723,297 209,022 2027 38,396,649 745,248 2028 38,851,414 510,186 2029 26,251,319 155,590 2030 and beyond 41,226,447 8,090 Total minimum lease payment 153,449,126 1,628,136 Less: imputed interest ( 34,275,417 ) ( 165,817 ) Total lease liabilities 119,173,709 1,462,319 Less: current potion ( 35,351,135 ) ( 759,787 ) Non-current portion 83,822,574 702,532 16 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. Leases (cont.) Weighted average remaining lease term: Operating leases 4.64 years Finance leases 2.28 years Weighted average discount rate: Operating leases 10.35 % Finance leases 9.49 % 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: March 31, 2026 June 30, 2025 US$ US$ Accounts payable 7,742,517 9,005,727 Credit card Payable 87,789 485,909 Other liabilities 551,447 113,147 Total 8,381,753 9,604,783 Other liabilities as of March 31, 2026 and June 30, 2025 mainly consisted of tenant deposits. 9. Convertible notes On November 25, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company had 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, may no longer 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, had the right, but not the obligation, to issue and sell to the Investor, and the Investor was bound to 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 a balance was outstanding under a Convertible Note. 17 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. Convertible notes (cont.) 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 was automatically terminable on the earliest of (i) November 25, 2026, provided that if any Convertible Notes 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 requested a purchase of shares of common stock from the Investor by the delivery of an Advance Notice to the Investor, the purchase price therefor was the price per share of common stock obtained by multiplying the market price by (i) 95 % in respect of an Advance Notice within an Option 1 Pricing Period (as defined below) or (ii) 97 % in respect of an Advance Notice with an Option 2 Pricing Period (as defined below). The “Option 1 Pricing Period” means the period on the applicable advance notice date with respect to an Advance Notice selecting an Option 1 Pricing Period commencing (i) if submitted to Investor prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day or (ii) if submitted to Investor after 9:00 a.m. Eastern Time on a trading day, upon receipt by the Company of written confirmation of acceptance of such Advance Notice by the Investor (or the open of regular trading hours, if later), and which confirmation specified 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 agreed to 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 requested 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, was 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 was no 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. In September 2025, the Company issued 77,669 and 3,114,476 shares of common stock, par value of US$ 0.00001 per share, at a price of US$ 1.29 and US$ 1.19 per share, respectively, for an aggregate amount of US$ 3,800,000 , for Investor Notices pursuant to the SEPA. 18 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. Convertible notes (cont.) Repayments of Convertible Notes Interest accrued on the outstanding principal balance of the Convertible Notes at an annual rate equal to 0 % (“Interest Rate”), which Interest Rate would increase to an annual rate of 18 % upon the occurrence of an event of default (for so long as such event remains uncured). If, any time after the issuance date of a Convertible Note, and from time to time thereafter, an Amortization Event (as defined below) has occurred, then the Company shall make monthly payments beginning on the 7th trading day after the Amortization Event Date and continuing on the same day of each successive calendar month until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $ 5,000,000 of the principal in the aggregate (or the outstanding principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) 10 % of the Amortization Principal Amount, and (iii) the accrued and unpaid interest under the Convertible Note as of each payment date. An “Amortization Event” means (i) the daily VWAP is less than the floor price then in effect for five trading days during a period of seven consecutive trading days, (ii) the Company has issued to the Investor, pursuant to the transactions contemplated in a Convertible Note, the other notes and the SEPA, in excess of 99 % of the common stock available under the exchange cap of 8,322,636 shares of common stock, which represent 19.99 % of the aggregate number of shares common stock issued and outstanding as of the effective date of the SEPA, or (iii) any time after the effectiveness deadline of February 8, 2025, the Investor is unable to utilize a registration statement to resell underlying common stock for a period of ten (10) consecutive trading days (the last day of each such occurrence, an “Amortization Event Date”). The Convertible Notes are accounted for as a single liability measured at amortized costs. The original issue discount and all the transaction costs related to issuance of the Convertible Notes are capitalized to the carrying amount of the Convertible Notes and presented as a direct deduction from the debt liability. The discount and transaction costs are amortized into expenses based on the effective interest rate method. The effective interest rate related to the Convertible Notes is 13.99 %. First Modification Pursuant to the Modification Agreement signed with the Investor on March 21, 2025 (the “First Modification”), the Company confirmed, acknowledged, and agreed that an event described in Section 1(c) of the Convertible Notes 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 Convertible Notes, requiring the Company to make monthly cash payments in accordance with Section 1(c) of the Convertible Notes. In connection with this obligation, the Company agreed to make cash payments on specified dates and in minimum amounts. 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 schedule. The Company 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 Note dated November 25, 2024. 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: (A) defer 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 Convertible Notes, (B) not to submit any Conversion Notices or Investor Notices unless the stock traded at a price per share greater than $ 1.80 at the time any such notice was delivered, and (C) waived 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 complied with the terms of the Modification Agreement and (ii) there was no occurrence or existence of any Event of Default or any breach of any term of any of the Financing Documents. Since the change of the modified debt instrument was not substantially different from those of the old debt, the First Modification is accounted for as a modification. 19 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 9. Convertible notes (cont.) Repayments of Convertible Notes (cont.) 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 the Modification Agreement was applied first to Promissory Note 2, then to Promissory Note 1, unless otherwise agreed by the parties. Date Minimum Payment (Principal + Premium) June 6, 2025 $ 1,010,000 July 16, 2025 $ 1,010,000 August 15, 2025 $ 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. The Company has fully settled the repayments pursuant to the First Modification and Second Modification, and upon the conversion in September 2025, all outstanding convertible notes were fully settled. 10. Other Income (Expenses) Other income and expenses consisted of the following: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Nine months Ended March 31, 2026 For the Nine months Ended March 31, 2025 US$ US$ US$ US$ Rental income 75,900 176,920 272,500 1,093,104 Rental expense - - - ( 408,098 ) Interest income 20,059 40,807 83,873 114,410 Credit card rebate income 11,825 182,108 215,559 713,577 Gain on lease settlement and modification - 209,800 - 209,800 Other income 51,819 108,390 628,543 765,553 Total 159,603 718,025 1,200,475 2,488,346 20 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 11. Stockholders’ Equity The Company is authorized to issue 100,000,000 shares of common stock, par value US$ 0.00001 per share, with 45,443,079 and 42,250,934 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively. As of March 31, 2026 and June 30, 2025, the Company had 81,700 warrants outstanding and exercisable to purchase an aggregate of 81,700 shares of common stock. On May 15, 2024, the Company issued to EF Hutton LLC (now known as D. Boral Capital LLC; hereinafter, the “Representative”), as representative of the several underwriters with respect to the Company’s initial public offering (the “IPO”), and its affiliates, 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 of 100 %; and expected future dividends of nil , was recorded in the Additional Paid-in Capital. On December 13, 2024, the Company issued 43,147 shares of common stock, par value of US$ 0.00001 per share, for a price of US$ 5.79 per share, for 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 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$ 1.44 per share, for an aggregate amount of US$ 200,000 , for Investor Notices pursuant to the SEPA. In September 2025, the Company issued 77,669 and 3,114,476 shares of common stock, par value of US$ 0.00001 per share, at a price of US$ 1.29 and US$ 1.19 per share, respectively, for an aggregate amount of US$ 3,800,000 , for Investor Notices pursuant to the SEPA. 12. Earnings per Share Basic and diluted net loss per share for the nine months ended March 31, 2026 and 2025 were as follows: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Nine months Ended March 31, 2026 For the Nine months Ended March 31, 2025 US$ US$ US$ US$ Numerator: Net loss attributable to stockholders ( 5,067,477 ) ( 3,755,053 ) ( 15,435,712 ) ( 10,062,164 ) Denominator: Weighted average number of shares of common stock outstanding – basic and diluted 45,443,079 41,714,608 44,442,202 41,651,007 Loss per share attributable to stockholders – basic and diluted ( 0.11 ) ( 0.09 ) ( 0.35 ) ( 0.24 ) Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive share equivalents outstanding during the period. For the three and nine months ended March 31, 2026 and 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 three and nine months ended March 31, 2026 and 2025. 21 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 13. Commitments and Contingencies Other commitments Other than the standby letters of credit with Eastwest Bank in the aggregate amount of $ 4,398,412 (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 March 31, 2026 and June 30, 2025. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. As of March 31, 2026 and June 30, 2025, the Company was not a party to any material legal or administrative proceedings. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As previously disclosed on a Current Report on Form 8-K filed by the Company, on November 7, 2025, the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the 30 consecutive business days preceding the receipt of the notice, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market (the “Minimum Bid Price Requirement”). The Company was provided an initial period of 180 calendar days, or until May 6, 2026, to regain compliance with the Minimum Bid Price Requirement. On March 26, 2026, the Company submitted an application to Nasdaq to transfer the listing of its common stock from The Nasdaq Global Market to The Nasdaq Capital Market, along with a written notification of its intent to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split, if necessary. The Staff notified the Company in a letter dated May 7, 2026 (the “Second Nasdaq Notice”), that Nasdaq has approved the Company’s application to list its common stock on The Nasdaq Capital Market. Nasdaq’s approval is in part based upon the Company meeting the applicable market value of publicly held shares requirement for continued listing and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the bid price requirement), the Company’s written notice of its intention to cure the deficiency by effecting a reverse stock split, if necessary, its agreement to the conditions outlined in the Nasdaq Listing Agreement, and additional supporting information provided in its application. The Company’s common stock has been transferred to The Nasdaq Capital Market at the opening of business on May 8, 2026, and the Staff has determined that the Company were eligible for an additional 180 calendar day period, or until November 2, 2026, to regain compliance (the “Second Compliance Period”). If at any time during this period the bid price of the Company’s common stock closes at or above $ 1.00 per share for a minimum of ten, and generally not more than 20, consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed. In addition, as previously disclosed on a Current Report on Form 8-K filed by the Company, on April 17, 2026, the Company received a notice from Nasdaq notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on The Nasdaq Global Market, as the Company’s Market Value of Publicly Held Shares (MVPHS) was below $ 5,000,000 for the previous 30 consecutive business days (the “MVPHS Deficiency”). Upon transfer to The Nasdaq Capital Market, the Company automatically regains compliance with the MVPHS requirement. The Company intends to continue actively monitoring the bid price for its shares of common stock between now and the expiration of the Second Compliance Period and will consider all available options to resolve the deficiency including a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Nasdaq listing criteria or continue to meet the continued listing requirements of The Nasdaq Capital Market. 22 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 14. Related Party Transactions and Balances Related Parties Name of related parties Relationship with the Company Jacky Chen Former CEO of the Company’s significant operating subsidiary, Armstrong Logistic Inc. Aidy Chou Founder, CEO, and substantial stockholder DNA Motor Inc. A company wholly-owned by Jacky Chen Related Party Transactions The Company had the following related party transactions: (i) DNA Motor Inc. (“DNA”), the lessor of three of the Company’s operating leases, is owned by Jacky Chen. During the nine months ended March 31, 2026, for these operating leases, US$ 227,898 (2025: US$ 283,339 ) lease expense was recorded in general and administrative expenses, US$ 6,102,386 (2025: US$ 8,815,346 ) was recorded in costs of services and US$ Nil (2025: US$ 422,521 ) was recorded in other expenses. The aggregate lease liability associated with these operating leases as of March 31, 2026 and June 30, 2025 was US$ 21,156,272 and US$ 24,092,384 , respectively. The aggregate right-of-use assets related to these operating leases as of March 31, 2026 and June 30, 2025 was US$ 20,501,156 and US$ 23,410,085 , respectively. (ii) During the nine months ended March 31, 2026, the Company generated revenue of US$ 9,700 (2025: US$ 553 ) for providing logistic services to DNA. During the nine months ended March 31, 2026, the Company generated revenue of US$ Nil (2025: US$ 884,700 ) for providing warehouse services to DNA. During the nine months ended March 31, 2026, the Company paid expenses in the total amount of US$ 9,066 (2025: US$ 470,912 ) on behalf of DNA. The amount due from DNA of $ 300 and $ 912 as of March 31, 2026 and June 30, 2025 are included in accounts receivable from as related party as disclosed in Note 3. (iii) During the nine months ended March 31, 2026, the Company incurred cost of services of US$ 4,647,700 (2025: US$ 1,603,146 ) for outside services, warehouse supplies, freight expenses and operating expenses provided by DNA. The amount due from DNA of $ 444,876 and $ nil as of March 31, 2026 and June 30, 2025 are included in other receivables from a related party as disclosed in Note 3. 15. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to March 31, 2026, through the date the condensed consolidated financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the unaudited interim condensed consolidated financial statements other than the below one. On 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. The proposed consideration includes common stock and potential earn-out payments. The transaction remains subject to 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. 23