What changed in this filing

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Item 9A. Controls and Procedures

2025-10-14 compared with 2024-09-30 · 390 added, 388 removed, 205 unchanged (79% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the

participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our

disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered

by this report.

upon this evaluation, our management concluded that as of June 30, 2024, our disclosure controls and procedures were not effective at

the reasonable assurance level due to the material weaknesses described below.

Our management, with the participation

of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls

and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation,

our management concluded that as of June 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance

level due to the material weaknesses described below.

Management’s Report on Internal Control

over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

Under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024,

based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) (2013 Framework).

Based on this evaluation under the 2013 Framework, our principal executive officer and principal financial officer

have concluded that our internal control over financial reporting was not effective as of June 30, 2024 due to the following material

are lacking adequate segregation of duties and effective risk assessment;

are lacking sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of both the U.S.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework).

Based on this

evaluation under the 2013 Framework, our principal executive officer and principal financial officer have concluded that our internal

control over financial reporting was not effective as of June 30, 2025 due to the following material weaknesses:

● We are lacking adequate segregation of duties and effective

risk assessment;

● We are lacking sufficient written policies and procedures

for accounting and financial reporting with respect to the requirements and application of both the U.S.

GAAP, and SEC guidelines.

material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual

or interim financial statements will not be prevented or detected on a timely basis.

We plan to address the weaknesses identified above

by implementing the following measures:

Continuously hiring additional accounting staffs with comprehensive knowledge of U.S.

A material weakness is a deficiency,

or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

We plan to address the weaknesses identified above by implementing the following

(i) Continuously hiring additional accounting staffs with comprehensive

knowledge of U.S.

GAAP and SEC reporting requirements;

(ii) Designing and implementing

formal procedures and controls supporting the Company’s period-end financial reporting process, such as controls over the preparation

and review of account reconciliations and disclosures in the consolidated financial statements;

(iii) Ameliorating our internal

audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial reporting.

(ii) Designing and implementing formal procedures and controls

supporting the Company’s period-end financial reporting process, such as controls over the preparation and review of account reconciliations

and disclosures in the consolidated financial statements;

(iii) Ameliorating our internal audit to assist with assessment

of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial reporting.

Changes in Internal Control over Financial

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Other Information.

Disclosure Regarding Foreign

Jurisdictions That Prevent Inspections.

Directors, Executive Officers

and Corporate Governance.

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections.

Directors, Executive Officers and

Corporate Governance.

Our executive officers and

directors, and their ages and positions as of the date of this report, are set forth below:

Co-Founder, Chairman of the Board of Directors and

Chief Executive Officer

Co-Founder, Director, President and Chief Operating

Chief Financial Officer

Chief Operating Officer and Director

Long (Leo) Yi

Chief Financial Officer and Director

Zhengyi (Janice) Fang

Independent Director

(Janice) Fang

Independent Director

Aik Siang Goh

Independent Director

is our co-founder and has served as our chairman of the board of directors and chief executive officer since our establishment.

Liu has over six years of logistics operation experience, especially in freight forwarding, and he has extensive knowledge

of the supply chain industry.

Liu has served as the president of American Bear Logistics Corp., our Illinois operating

subsidiary, from February 2018 to present and co-lead its operations, client relationships and business development with Mr.

Henry Liu has

served as the Chief Executive Officer since our establishment.

Liu has over six years of logistics operation experience, especially

in freight forwarding, and he has extensive knowledge of the supply chain industry.

Liu has served as the president of American Bear

Logistics Corp., our Illinois operating subsidiary, from February 2018 to present and co-lead its operations, client relationships and

business development with Mr.

From August 2017 to February 2018, Mr.

Liu served as an operator in Hoson Logistics America Inc., an Illinois-based

logistics company, where he took charge of import and export of air and ocean freight.

Liu received his bachelor’s degree

in bioengineering from Northwest Agriculture and Forestry University in China in June 2013 and his master’s degree in food

Liu served as an operator in Hoson Logistics America Inc.,

an Illinois-based logistics company, where he took charge of import and export of air and ocean freight.

Liu received his bachelor’s

degree in bioengineering from Northwest Agriculture and Forestry University in China in June 2013 and his master’s degree in food

safety and technology from Illinois Institute of Technology in December 2015.

We believe that Mr.

Liu’s extensive knowledge

of our Company, gained through his services as our co-founder and chief executive officer, and his experience in the supply chain industry,

qualify him to serve as the chairman of our board of directors.

our co-founder and has served as our president and chief operating officer since our inception and has served as a member of our board

of directors since June 2024.

As an expert in the logistics and supply chain industry, Mr.

Li oversees and manages the overall operations

of our company.

From February 2018 to present, Mr.

Li has served as the president of American Bear Logistics Corp., our Illinois

operating subsidiary and co-lead its operations, client relationships and business development with Mr.

From February 2014

to December 2017, Mr.

Li served as an executive salesman at Express Distributor Corp, an Illinois-based restaurant supply chain

From January 2010 to December 2014, Mr.

Li worked as a sales consultant at Lala Lulu Online Store, a cross-border trading company

that focuses on the export of U.S.-made merchandise to China.

Li received his bachelor’s degree in communications from

Wuhan Institute of Physical Education in China in July 2007 and his master’s degree in business administration from Benedictine

University in Illinois in December 2013.

We believe that Mr.

Li’s extensive knowledge of our Company, gained through his service

as our co-founder, president and chief operating officer, and his experience in the supply chain industry, qualify him to serve on our

Yi has served as our chief financial officer since June 2024.

Yi is a certified public accountant in the state of Illinois

with 15 years of working experience in the accounting and financing field.

served as our Chief Operating Officer since August 2023.

Yang Li brings extensive leadership experience.

Li served as Chief Executive

Officer of Shanghai Nanchao Technology Inc.

from 2014 to 2025, Managing Partner at Consensus Capital from 2017 to 2018, Chief Technology

Officer of Dealuse Technology Inc.

from 2010 to 2014, and began his career at TBA Digital Inc.

from 2008 to 2010.

Li holds a Bachelor

of Arts in Computing Science from Simon Fraser University, and served as an Adjunct Lecturer at Fudan University’s Master of Science

in Engineering program from 2016 to 2018.

Long (Leo) Yi has

served as our chief financial officer since June 2024.

Yi is a certified public accountant in the state of Illinois with 15 years

of working experience in the accounting and financing field.

From July 2019 to January 2023, Mr.

served as the chairman of audit committee in Color Star Technology Co., Ltd.

ADD), an entertainment technology company

focusing on the application of technology and artificial intelligence in the entertainment industry.

From January 2018 to July 2021,

Yi served as the chief executive officer of Urban Tea, Inc.

From April 2019 to January 2020, he served

as the chief financial officer of iFresh Inc (OTC:

From November 2012 to January 2018, Mr.

Yi served as the chief

financial officer of TD Holdings, Inc.

Yi received a bachelor’s degree in accounting from

Northeastern University (Shenyang, China) in September 1998, a master’s degree in accounting and finance from University of

Rotterdam in June 2004 and another master’s degree in accounting and finance from McGill University in August 2006.

has served as an independent director since June 2024.

From September 2019 to present, Ms.

Zhou served as the investor relations

director at Senmiao Technology Ltd., a financing and servicing company focused on the online ride-hailing industry in China in charge

of investor relations.

From January 2013 to May 2019, Ms.

Zhou worked as a business analyst at Gravity Ball, a healthcare startup

company based in Los Angeles, California, in charge of research, strategies and risk control From July 2010 to March 2012,

Zhou worked as a research analyst at McKinsey in Shanghai, China.

Zhou received her bachelor’s degree in business

management from Regensburg University of Applied Sciences in June 2007 and her master’s degree in management and strategy

from London School of Economics & Political Science in December 2008.

We believe that Ms.

Zhou’s deep knowledge in

the business industry qualifies her to serve on our board.

Yi served as the chairman of audit committee

in Color Star Technology Co., Ltd.

ADD), an entertainment technology company focusing on the application of technology and artificial

intelligence in the entertainment industry.

From January 2018 to July 2021, Mr.

Yi served as the chief executive officer of Urban Tea,

From April 2019 to January 2020, he served as the chief financial officer of iFresh Inc (OTC:

From November

2012 to January 2018, Mr.

Yi served as the chief financial officer of TD Holdings, Inc.

Yi received a bachelor’s

degree in accounting from Northeastern University (Shenyang, China) in September 1998, a master’s degree in accounting and finance

from University of Rotterdam in June 2004 and another master’s degree in accounting and finance from McGill University in August

Zhengyi (Janice)

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Young in Haikou, China, in charge of, valuation, modeling, and economic consulting services.

From September 2018 to November 2020,

From September 2018 to November 2020, Ms.

Fang worked as an audit associate and assistant manager at KPMG.

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in accounting in June 2014 and her master’s degree in professional accounting in June 2017 from Seattle University.

believe that Ms.

We believe that

Fang’s significant experience in finance and accounting qualifies her to serve on our board.

Cynthia Vuong

has served as an independent director since June 2024.

Vuong is a program manager professional with over 11 years of experience.

From January 2021 to present, Ms.

Vuong has served as a game portfolio planner in business operations at Microsoft Corporation.

that, from October 2018 to January 2021, she served as a launch manager in business operations at Microsoft Corporation.

From March 2012

to June 2018, Ms.

Vuong worked as a senior consultant at multiple consulting firms, including Unify Consulting, Revel Consulting

Services L.L.C.

and Sogeti USA.

Vuong received her bachelor’s degree in international studies from the University of Washington

in June 2010.

We believe that Ms.

Vuong’s extensive knowledge of business operations qualifies her to serve on our board.

has served as an independent director since August 2025.

Li brings more than nine years of experience in the financial industry.

2015 to 2022, Ms.

Li served as Account Manager of the Corporate Banking Department at China Citic Bank Corporation Ltd., focusing on corporate

customer development, commercial financing product design, and other financing projects.

Li earned a Master of Public Policy degree

from the University of Bristol in 2013 and a Bachelor of Management in Land Resource Management from the Capital University of Economics

and Business in 2010.

Aik Siang Goh has

served as an independent director since September 2025.

As a seasoned entrepreneur and business leader with over two decades of experience,

Goh focus on leveraging cutting-edge technologies to drive innovation and growth.

From 2022 to 2025, Ms.

Goh served as Founder and

Chairman of Edge Matrix Computing (EMC).

Li earned a Master of Finance Management degree from the Macquarie Graduate School of Management

in 2008 and a Bachelor of Commerce (Finance) in University of Melbourne in 1999.

Board Composition and Election of Directors

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consists of five members.

Each of our current directors will continue to serve until the first annual meeting of the stockholders or

until their successor(s) shall have been elected and qualified.

Each of our current directors will continue to serve until the first annual meeting of the stockholders or until

their successor(s) shall have been elected and qualified.

Director Independence

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on the Nasdaq Capital Market (the “Nasdaq”).

Under the rules of the Nasdaq, independent directors may comprise a majority of

a listed company’s board of directors within one year following the listing date of the company’s securities.

Under the rules

of the Nasdaq, a director will only qualify as an “independent director” if that that company’s board of directors

Under the rules of the Nasdaq, independent directors may comprise a majority

of a listed company’s board of directors within one year following the listing date of the company’s securities.

rules of the Nasdaq, a director will only qualify as an “independent director” if that that company’s board of directors

affirmatively determines that such person does not have a relationship with the company that would interfere with the exercise of independent

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undertaken a review of the independence of each director and, based on the information provided by each director concerning his or her

background, employment and affiliations, our board of directors has determined that Yiye Zhou, Zhengyi (Janice) Fang and Cynthia Vuong

background, employment and affiliations, our board of directors has determined that Zhengyi (Janice) Fang, Xiaoou Li and Aik Siang Goh

qualify as independent directors in accordance with the Nasdaq rules.

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incorporates risk management into our corporate strategy and day-to-day business operations.

Management discusses strategic and

operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include

a focused discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the board of

directors at regular board meetings as part of management presentations that focus on particular business functions, operations, or strategies,

Management discusses strategic and operational

risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused

discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the board of directors

at regular board meetings as part of management presentations that focus on particular business functions, operations, or strategies,

and presents the steps taken by management to mitigate or eliminate such risks.

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not have a standing risk management committee, but rather administers this oversight function directly through our board of directors

as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective

areas of oversight.

While our board of directors has a fiduciary duty to monitor and assess strategic risk exposure, our audit committee

is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these

exposures, overseeing cybersecurity risks and assisting the board of directors in its oversight over enterprise risk management.

audit committee also approves or disapproves any related person transactions.

Our nominating and corporate governance committee monitors

the effectiveness of our corporate governance guidelines and manages risks associated with the independence of the board of directors.

Our compensation and leadership development committee assesses and monitors whether any of our compensation policies and programs has

the potential to encourage excessive risk-taking.

Board Diversity Matrix

The following table sets

forth the diversity information of our board of directors based on voluntary self-identification as of June 30, 2024.

Total Number of Directors:

Not Disclose Gender

Gender Identity

Demographic Background

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas

of oversight.

While our board of directors has a fiduciary duty to monitor and assess strategic risk exposure, our audit committee is

responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures,

overseeing cybersecurity risks and assisting the board of directors in its oversight over enterprise risk management.

The audit committee

also approves or disapproves any related person transactions.

Our nominating and corporate governance committee monitors the effectiveness

of our corporate governance guidelines and manages risks associated with the independence of the board of directors.

Our compensation

and leadership development committee assesses and monitors whether any of our compensation policies and programs has the potential to

encourage excessive risk-taking.

Committees of the Board of Directors

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audit committee consists of Ms.

Yiye Zhou, Ms.

Zhengyi (Janice) Fang and Ms.

Cynthia Vuong, and is chaired by Ms.

Vuong each satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of

the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended.

We have determined

Fang qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial

reporting processes and the audits of the financial statements of our company.

Zhengyi (Janice) Fang, Ms.

Xiaoou Li and Mr.

Goh, and is chaired by Ms.

Goh each satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and

meet the independence standards under Rule 10A-3 under the Exchange Act, as amended.

We have determined that Ms.

Fang qualifies as

an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and

the audits of the financial statements of our company.

The audit committee is responsible for, among other things:

● selecting the independent

registered public accounting firm and pre-approving all auditing and non-auditing services

permitted to be performed by the independent registered public accounting firm;

● reviewing with

the independent registered public accounting firm any audit problems or difficulties and

management’s response;

● reviewing and approving

all proposed related party transactions, as defined in Item 404 of Regulation S-K under

the Securities Act;

● discussing the

annual audited financial statements with management and the independent registered public

accounting firm;

● reviewing major

issues as to the adequacy of our internal controls and any special audit steps adopted in

light of material control deficiencies;

● annually reviewing

and reassessing the adequacy of our audit committee charter;

● meeting separately

and periodically with management and the independent registered public accounting firm;

● reporting regularly

to the board of directors.

Compensation Committee.

● selecting the independent registered public accounting firm

and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

● reviewing with the independent registered public accounting

firm any audit problems or difficulties and management’s response;

● reviewing and approving all proposed related party transactions,

as defined in Item 404 of Regulation S-K under the Securities Act;

● discussing the annual audited financial statements with management

and the independent registered public accounting firm;

● reviewing major issues as to the adequacy of our internal

controls and any special audit steps adopted in light of material control deficiencies;

● annually reviewing and reassessing the adequacy of our audit

committee charter;

● meeting separately and periodically with management and the

independent registered public accounting firm;

● reporting regularly to the board of directors.

Our compensation committee consists of Ms.

Vuong, and is chaired by Ms.

Vuong each satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.

The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of

Goh, and is chaired by Ms.

Goh each satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.

compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of

compensation, relating to our directors and executive officers.

Our executive officers may not be present at any committee meeting during

which their compensation is deliberated upon.

Our executive officers may not be present at any committee meeting

during which their compensation is deliberated upon.

The compensation committee is responsible for, among other things:

● reviewing the total

compensation package for our executive officers and making recommendations to the board of

directors with respect to it;

● approving and overseeing

the total compensation package for our executives other than the three most senior executives;

● reviewing the compensation

of our directors and making recommendations to the board of directors with respect to it;

● periodically reviewing

and approving any long-term incentive compensation or equity plans, programs or similar arrangements,

annual bonuses, and employee pension and welfare benefit plans.

● reviewing the total compensation package for our executive

officers and making recommendations to the board of directors with respect to it;

● approving and overseeing the total compensation package for

our executives other than the three most senior executives;

● reviewing the compensation of our directors and making recommendations

to the board of directors with respect to it;

● periodically reviewing and approving any long-term incentive

compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

Nominating and Corporate

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Our nominating and corporate governance committee consists of Ms.

Vuong, and is chaired by Ms.

Vuong each satisfies the “independence” requirements

of Rule 5605(a)(2) of the Listing Rules of the Nasdaq.

The nominating and corporate governance committee assists the board of

directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and

its committees.

The nominating and corporate governance committee is responsible for, among other things:

● recommending nominees

to the board of directors for election or re-election to the board of directors,

or for appointment to fill any vacancy on the board of directors;

● reviewing annually

with the board of directors the current composition of the board of directors with regards

to characteristics such as independence, age, skills, experience and availability of service

● selecting and recommending

to the board of directors the names of directors to serve as members of the audit committee

and the compensation committee, as well as of the nominating and corporate governance committee

● monitoring compliance

with our code of business conduct and ethics, including reviewing the adequacy and effectiveness

of our procedures to ensure proper compliance.

Goh, and is chaired by Mr.

Goh each satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing

Rules of the Nasdaq.

The nominating and corporate governance committee assists the board of directors in selecting individuals qualified

to become our directors and in determining the composition of the board of directors and its committees.

The nominating and corporate

governance committee is responsible for, among other things:

● recommending nominees to the board of directors for election

or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;

● reviewing annually with the board of directors the current

composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability

of service to us;

● selecting and recommending to the board of directors the names

of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance

committee itself;

● monitoring compliance with our code of business conduct and

ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation committee interlocks and insider participation

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compensation committee is or has been our current or former officer or employee.

None of our executive officers served as a director

or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, including any entity

whose executive officers served as a director or member of our compensation committee.

None of our executive officers served as a director or

a member of a compensation committee (or other committee serving an equivalent function) of any other entity, including any entity whose

executive officers served as a director or member of our compensation committee.

Family Relationships

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Trading Policy which requires insiders to:

(i) refrain from purchasing shares during certain blackout periods and when they are in

possession of any material non-public information and (ii) to clear all trades with the compliance officer of the policy prior to

(i) refrain from purchasing shares during certain blackout periods and when they are in possession

of any material non-public information and (ii) to clear all trades with the compliance officer of the policy prior to execution.

Section 16(A) Beneficial Ownership Reporting

Section 16(a) of the

Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class

of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and

other equity securities.

Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish

us with copies of all Section 16(a) forms they file.

Section 16(a) of the Exchange

Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our

equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other

equity securities.

Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with

copies of all Section 16(a) forms they file.

To our knowledge, based solely

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Executive Compensation.

Our named executive officers

(“NEOs”) for the fiscal years ended June 30, 2023 and 2024, consisting of our principal executive officers, serving at the

end of such years, consisting of our principal executive officer and next most highly compensated officer serving at the end of such fiscal

● Henry Liu, our

chief executive officer;

● Shuai Li, our president

and chief operating officer.

Summary Compensation Table

The following table sets

forth information with respect to compensation earned by our NEOs for the fiscal years ended June 30, 2023 and 2024.

The following table sets forth

information with respect to compensation earned by our named executive officers (“NEOs”) for the fiscal years ended June 30,

2024 and 2025.

Name and Principal Position

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Chief Executive Officer

President and Chief Operating Officer

Former Chief Operating Officer

Chief Financial Officer

Former Chief Operating Officer

(1) Effective December 9, 2024 and March 13, 2025, Mr.

Shuai Li resigned as the Chief Operating Officer

and the director of the Company, respectively.

Meanwhile, he remains to be one of the senior management of ABL.

Yi became our Chief Financial Officer upon the completion

of our initial public listing on June 27, 2024 and received no compensation during the fiscal year ended June 30, 2024.

Su became our Chief Operating Officer on December 9,

2024 and received no compensation during the fiscal year ended June 30, 2024.

Effective August 29, 2025, Mr.

Su resigned from the Board

of the Company.

Employment Agreements

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base salary for each of our NEOs and provide that each of our NEOs is eligible to participate in our standard employee benefit plan.

The employment of each of our NEOs can be terminated by us at any time with or without cause.

Each of the NEOs may (i) resign if such

resignation is approved by our board of directors or an alternative arrangement with respect to his services is agreed to by the board

of directors, and (ii) terminate his employment at any time with a one-month prior written notice to the Company, if (a) there is a material

reduction in his authority, duties and responsibilities, or (b) there is a material reduction in his annual salary.

employment of each of our NEOs can be terminated by us at any time with or without cause.

Each of the NEOs may (i) resign if such resignation

is approved by our board of directors or an alternative arrangement with respect to his services is agreed to by the board of directors,

and (ii) terminate his employment at any time with a one-month prior written notice to the Company, if (a) there is a material reduction

in his authority, duties and responsibilities, or (b) there is a material reduction in his annual salary.

None of our NEOs is entitled

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employment is terminated by us without cause, he will be entitled to severance payments and benefits of:

(i) a lump sum cash payment

equal to six months of his base salary as of the date of such termination;

(ii) a lump sum cash payment equal to a pro-rated amount of

his target annual bonus for the year immediately preceding the termination, if any;

(iii) payment of premiums for continued health benefits

under the Company’s health plans for 12 months following the termination, if any;

(i) a lump sum cash payment equal

to six months of his base salary as of the date of such termination;

(ii) a lump sum cash payment equal to a pro-rated amount of his target

annual bonus for the year immediately preceding the termination, if any;

(iii) payment of premiums for continued health benefits under

the Company’s health plans for 12 months following the termination, if any;

and (iv) immediate vesting of 100% of the then-unvested

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equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination;

(iii) payment of premiums

for continued health benefits under the Company’s health plans for three months following the termination;

and (iv) immediate

vesting of 100% of the then-unvested portion of any outstanding equity awards held, if any.

(iii) payment of premiums for

continued health benefits under the Company’s health plans for three months following the termination;

and (iv) immediate vesting

of 100% of the then-unvested portion of any outstanding equity awards held, if any.

Equity-Based Compensation

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Director Compensation

During the year ended June

30, 2024, none of our non-employee directors received any compensation from the Company.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information

concerning the compensation of our then serving executive directors for the fiscal year ended June 30, 2025, except that the compensation

Long Yi and Mr.

Lan Su as a director is included in “- Summary Compensation Table ”:

Name and Principal Position

Incentive Plan

Yiye Zhou (1)

Zhengyi (Janice) Fang

Cynthia Vuong (2)

(1) Effective September 30, 2025, Ms.

Yiye Zhou resigned from the Board of the Company.

Effective August 29, 2025, Ms.

Vuong resigned from the Board of the Company.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The table below sets forth

4 unchanged sentences

us to own beneficially more than 5% of our shares of common stock.

Percentage ownership is based on an aggregate of 7,500,000 shares of

common stock outstanding as of the date of this report.

We have determined beneficial ownership in accordance with the rules of the SEC.

Percentage ownership is based on an aggregate of 17,427,559 shares

of common stock outstanding as of the date of this report.

We have determined beneficial ownership in accordance with the rules of the

Shares of Common Stock

2 unchanged sentences

Executive Officers and Directors

Henry Liu (2)

Long (Leo) Yi

Aik Siang Goh

Zhengyi (Janice) Fang

Cynthia Vuong

All Executive Officers and Directors as a group

5% or Greater Holders

H&L LOGISTICS INTERNATIONAL

H&L LOGISTICS INTERNATIONAL LLC (2)

JIUSHEN TRANSPORT LLC (3)

(1) Unless noted otherwise, the address of all listed

stockholder is 1475 Thorndale Avenue, Suite A, Itasca, Illinois 60143.

(2) Represents 2,700,600 shares of common stock held

of record by H&L LOGISTICS INTERNATIONAL LLC, a company wholly owned by Mr.

organized under the laws of the State of Illinois.

The registered address of H&L LOGISTICS

INTERNATIONAL LLC is 270 Hearthstone Drive, Bartlett, Illinois 60103.

(3) Represents 3,000,000 shares of common stock held

of record by JIUSHEN TRANSPORT LLC, a company wholly owned by Mr.

Shuai Li organized under

the laws of the State of Illinois.

The registered address of JIUSHEN TRANSPORT LLC is 1360

West Walton Street, Chicago, Illinois 60642.

Brink Holding Limited (4)

(1) Unless noted otherwise, the address of all listed stockholder

is 1475 Thorndale Avenue, Suite A, Itasca, Illinois 60143.

(2) Represents 2,700,600 shares of common stock held of record

by H&L LOGISTICS INTERNATIONAL LLC, a company wholly owned by Mr.

Henry Liu organized under the laws of the State of Illinois.

registered address of H&L LOGISTICS INTERNATIONAL LLC is 270 Hearthstone Drive, Bartlett, Illinois 60103.

(3) Represents 3,000,000 shares of common stock held of record

by JIUSHEN TRANSPORT LLC, a company wholly owned by Mr.

Shuai Li organized under the laws of the State of Illinois.

The registered address

of JIUSHEN TRANSPORT LLC is 1360 West Walton Street, Chicago, Illinois 60642.

(4) Represents 910,330 shares of common stock held of record by Brink Holding

Limited, a company wholly owned by Ms.

Huifen Hua organized under the laws of British Virgin Islands.

The registered address of Brink

Holding Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

Certain Relationships and Related

1 unchanged sentence

Transactions with Related Persons

The following sets forth

the transactions we have entered into since July 1, 2022, and any currently proposed transactions, to which we were or are expected

to be a participant where (i) the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets at year-end for

the last two completed fiscal years, and (ii) any of our executive officers, directors, or holders of more than 5% of any class

of our voting securities, or any affiliate or member of the immediate family of any of the foregoing persons, had or will have a direct

or indirect material interest, other than the compensation and other arrangements we describe in “Item 11.

Executive Compensation”

of this report.

For the years ended

Revenue from Weship

Revenue from ABL Wuhan

Cost of revenue charged by Weship

Rental income from Weship

Cost of revenue charged by Intermodal

Cost of revenue charged by ABL Wuhan

During the years ended June 30, 2024 and 2023, the Company had the

following transactions with its related parties — Weship, ABL Wuhan and Intermodal

(a) The Company provides logistic forwarding services to Weship

and ABL Wuhan and charges Weship and ABL Wuhan at its regular market rate for the services provided.

(b) Weship is one of the Company’s vendors for truck delivery

The Company subleased portion of its warehouse space to Weship for rental income.

The Company subleased its warehouse in Chicago to Weship in July 2023 and again for the period from January to June 2024.

The Company also subleased another warehouse in Los Angeles beginning in August 2023.

(d) Intermodal is one of the Company’s vendors for truck

delivery service.

(e) ABL Wuhan provides labor force and certain cross-border freight

consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers.

The following sets forth the

transactions we have entered into since July 1, 2022, and any currently proposed transactions, to which we were or are expected to be

a participant where (i) the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets at year-end for the

last two completed fiscal years, and (ii) any of our executive officers, directors, or holders of more than 5% of any class of our voting

securities, or any affiliate or member of the immediate family of any of the foregoing persons, had or will have a direct or indirect

material interest, other than the compensation and other arrangements we describe in “Item 11.

Executive Compensation” of

this report.]

For the years ended June 30,

Revenue from Weship (a)

Revenue from ABL Wuhan (a)

Revenue from ABL Shenzhen (a)

Revenue from ABL LAX

Cost of revenue charged by Weship (b)

Rental income from Weship (c)

Rental income from Weship (d)

Cost of revenue charged by Intermodal (e)

Cost of revenue charged by ABL Wuhan (f)

Cost of revenue charged by ABL LAX (g)

Interest expense charge by ABL Shenzhen

During the years ended June 30, 2025 and 2024,

the Company had the following transactions with its related parties — Weship, ABL Wuhan, ABL Shenzhen, ABL LAXand Intermodal

provide logistic forwarding services to Weship, ABL Wuhan and ABL Shenzhen and charge Weship, ABL Wuhan and ABL Shenzhen at our regular

market rate for the services provided.

is one of our vendors for truck delivery service.

subleased portion of its warehouse space to Weship for rental income.

We subleased its warehouse in Chicago to Weship in July 2023 and

again for the period from January 2024 to June 2025.

We also subleased another warehouse with monthly rent of $6,500 from August 01,

2023 to October 31, 2024.

We subleased portion of our warehouse space to Intermodal for four months and another warehouse for twelve months.

Intermodal is one of our vendors, providing truck delivery service and provides labour forces.

ABL Wuhan provides labor force and certain cross-border freight consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers.

ABL LAX provides service of arranging goods in and out of warehouse.

Related Party Transaction Policy

2 unchanged sentences

of related party transactions.

This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under

the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships,

in which we were or are to be a participant, where the amount involved in any fiscal year exceeds the lesser of $120,000 or 1% of our

total assets at year-end for the last two completed fiscal years, and a related party had, has, or will have a direct or indirect

material interest, including without limitation, purchases of goods or services by or from the related party or entities in which the

related party has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related party.

This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities

Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we

were or are to be a participant, where the amount involved in any fiscal year exceeds the lesser of $120,000 or 1% of our total assets

at year-end for the last two completed fiscal years, and a related party had, has, or will have a direct or indirect material interest,

including without limitation, purchases of goods or services by or from the related party or entities in which the related party has a

material interest, indebtedness, guarantees of indebtedness, and employment by us of a related party.

In reviewing and approving

2 unchanged sentences

the extent of the related party’s interest in the transaction.

Principal Accountant Fees and

Principal Accountant Fees and Services.

The following table represents

2 unchanged sentences

All other fees

This category includes the services performed for the audit of our annual financial statements, review of the interim financial statements

and for the audits of our financial statements in connection with our initial public offering, and comfort letter in connection with the

underwritten public offering that are normally provided by the independent auditors in connection with engagements for those fiscal years.

Audit Fees - This category

includes the services performed for the audit of our annual financial statements, review of the interim financial statements and for the

audits of our financial statements in connection with our initial public offering, and comfort letter in connection with the underwritten

public offering that are normally provided by the independent auditors in connection with engagements for those fiscal years.

Audit-Related Fees -

1 unchanged sentence

the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees — This

category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance

and tax advice.

Tax Fees - This category

consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance and

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees —

This category consists of fees for other miscellaneous items.

All Other Fees - This

category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

1 unchanged sentence

to us by our independent registered public accountants were pre-approved by the Audit Committee.

Exhibits, Financial Statement

Exhibits, Financial Statement Schedules.

We have filed the following

documents as part of this Annual Report on Form 10-K:

to Consolidated Financial Statements

(2) Financial

Statement Schedules:

required by Item 601 of Regulation S-K

(1) Index to Consolidated Financial Statements

(2) Financial Statement Schedules:

(3) Exhibits required by Item 601 of Regulation S-K

The documents set forth below

are filed herewith or incorporated herein by reference to the location indicated.

of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement

on Form S-1 (File No.

Articles of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement

on Form S-1 (File No.

Certificate of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (File

Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Amendment No.

2 to Registration Statement on Form S-1

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Amendment No.

2 to Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on May 14, 2024).

Description of Registrant’s Securities

of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No.

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

of Employment Agreement between the Registrant and Executive Officers (incorporated by reference to Exhibit 10.2 to the Registration

Statement on Form S-1 (File No.

Form of Employment Agreement between the Registrant and Executive Officers (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

Agreement, effective as of February 16, 2021, between American Bear Logistics Corp.

Lease Agreement, effective as of February 16, 2021, between American Bear Logistics Corp.

and Prologis Targeted U.S.

1 unchanged sentence

(incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on

April 1, 2024).

Business Park Office/Warehouse Lease Agreement, dated as of January 11, 2021, between American Bear Logistics Corp.

and Southlake

Industrial, L.P.

333-278416), filed with the SEC on April 1, 2024).

Southlake Business Park Office/Warehouse Lease Agreement, dated as of January 11, 2021, between American Bear Logistics Corp.

and Southlake Industrial, L.P.

(incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No.

333-278416), filed

with the SEC on April 1, 2024).

Storage and Service Agreement, effective as of January 23, 2023, between American Bear Logistics Corp.

333-278416), filed with the SEC on April 1, 2024).

Warehouse Storage and Service Agreement, effective as of January 23, 2023, between American Bear Logistics Corp.

and Cincolink Inc.

(incorporated

by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

Lease Agreement, effective

as of March 12, 2024, between American Bear Logistics Corp.

and Morris Clifton Associates I, LLC

Lease Agreement, effective

as of July 18, 2024, between American Bear Logistics Corp.

and Liberty Property Limited Partnership

Code of Ethics.

Insider Trading Policy.

of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File No.

Lease Agreement, effective as of March 12, 2024, between American Bear Logistics Corp.

and Morris Clifton Associates I, LLC (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).

Lease Agreement, effective as of July 18, 2024, between American Bear Logistics Corp.

and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).

English Translation of the Equity Transfer Agreement, dated November 5, 2024, entered into among Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd, Hubei Huayao Pharmaceutical Co., Ltd., and Sichuan Hupan Jincheng Enterprise Management Co., Ltd.

(incorporated by reference to Exhibit 10.1 to the Form 8-K (File No.

001-42140), filed with the SEC on November 8, 2024).

Form of Securities Purchase Agreement, by and between the Investor and Company (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No.

001-42140), filed with the SEC on March 5, 2025)

Form of Security Agreement, by and between the Investor and the Company (incorporated by reference of Exhibit 10.2 to the Form 8-K (File No.

001-42140), filed with the SEC on March 5, 2025)

Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.3 to the Form 8-K (File No.

001-42140), filed with the SEC on March 5, 2025)

Form of Pledge Agreement, by and between the Investor and Company Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.4 to the Form 8-K (File No.

001-42140), filed with the SEC on March 5, 2025)

of Registration Rights Agreement, by and between the Investor and Company (incorporated by reference of Exhibit 10.5 to the Form 8-K

001-42140), filed with the SEC on March 5, 2025)

(incorporated by reference of Exhibit 10.1 to the Form 8-K (File No.

001-42140), filed with the SEC on November 8, 2024)

Form of Securities Purchase Agreement, dated as of July 16, 2025, between Lakeside Holding Limited and certain Investors (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No.

001-42140), filed with the SEC on July 22, 2025)

Form of Securities Purchase Agreement, dated August 4, 2025, between Lakeside Holding Limited and certain Investors (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No.

001-42140), filed with the SEC on August 8, 2025)

Form of Amended Securities Purchase Agreement, dated as of August 5, 2025, between Lakeside Holding Limited and certain Investors (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No.

001-42140), filed with the SEC on August 11, 2025)

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).

List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 (File No.

333-278416), filed with the SEC on April 1, 2024).

Power of Attorney.

Independent registered public accounting firm’s consent

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a) / 15d-14(a) Certification of Chief Operating Officer.

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

Executive Compensation

Clawback Policy.

Inline XBRL Document Set

for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

Cover Page Interactive

Data File (formatted as inline XBRL and contained in Exhibit 101).

This certification is deemed not filed for purpose of Section 18

of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into

any filing under the Securities Act or the Exchange Act.

Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by the Company with the SEC on September 30, 2024).

Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith

# This certification is deemed

not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed

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

Form 10-K Summary.

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.

September 30, 2024

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.

October 14, 2025

Lakeside Holding Limited

Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Henry Liu, his or her attorneys-in-fact, each with

the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to

file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby

ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue

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 in the

capacities and on the dates indicated.

of the Board of Directors and Chief Executive Officer

September 30, 2024

President and Chief Operating Officer

September 30, 2024

/s/ Henry Liu

Chief Executive Officer

(Principal Executive Officer)

/s/ Long (Leo) Yi

Long (Leo) Yi

Chief Financial Officer

September 30, 2024

(Principal Financial and Accounting Officer)

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.

/s/ Henry Liu

Chief Executive Officer

October 14, 2025

/s/ Long (Leo) Yi

Chief Financial Officer

October 14, 2025

Long (Leo) Yi

Director and Chief Operating Officer

October 14, 2025

/s/ Aik Siang Goh

Independent Director

September 30, 2024

(Janice) Fang

October 14, 2025

Aik Siang Goh

/s/ Zhengyi (Janice) Fang

Independent Director

September 30, 2024

October 14, 2025

Zhengyi (Janice) Fang

/s/ Xiaoou Li

Independent Director

September 30, 2024

Cynthia Vuong

October 14, 2025

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