UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
|
|
|
The
|
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|
|
☒ | Smaller reporting company |
|
| Emerging growth company |
|
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
As of November 13, 2025,
there were
Armlogi Holding Corp.
Form 10-Q
For the Quarterly Period Ended September 30, 2025
Contents
i
ARMLOGI HOLDING CORP.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND JUNE 30, 2025
(US$, except share data, or otherwise noted)
|
September 30,
2025 |
June 30,
2025 |
|||||||
| US$ | US$ | |||||||
| Unaudited | Audited | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents |
|
|
||||||
|
Accounts receivable and other receivable, net of credit loss allowance of $
|
|
|
||||||
| Other current assets |
|
|
||||||
| Prepaid expenses |
|
|
||||||
| Loan receivables, net of credit loss allowance of $ and $ |
|
|
||||||
| Total current assets |
|
|
||||||
| Non-current assets | ||||||||
| Restricted cash – non-current |
|
|
||||||
| Long-term loan receivables |
|
|||||||
| Property and equipment, net |
|
|
||||||
| Intangible assets, net |
|
|
||||||
| Right-of-use assets – operating leases |
|
|
||||||
| Right-of-use assets – finance leases |
|
|
||||||
| Other non-current assets |
|
|
||||||
| Total assets |
|
|
||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities |
|
|
||||||
| Contract liabilities |
|
|
||||||
| Accrued payroll liabilities |
|
|
||||||
| Convertible notes |
|
|||||||
| Operating lease liabilities – current |
|
|
||||||
| Finance lease liabilities – current |
|
|
||||||
| Total current liabilities |
|
|
||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities – non-current |
|
|
||||||
| Finance lease liabilities – non-current |
|
|
||||||
| Total liabilities |
|
|
||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
|
Common stock, US$
|
|
|
||||||
| Additional paid-in capital |
|
|
||||||
| Retained earnings |
|
|
||||||
| Total stockholders’ equity |
|
|
||||||
| Total liabilities and stockholders’ equity |
|
|
||||||
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 MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(US$, except share data, or otherwise noted)
|
For The
Three Months Ended September 30, 2025 |
For The
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Unaudited | Unaudited | |||||||
| Revenue |
|
|
||||||
| Costs of services |
|
|
||||||
| Gross loss |
(
|
) |
(
|
) | ||||
| Operating costs and expenses: | ||||||||
| General and administrative |
|
|
||||||
| Total operating costs and expenses |
|
|
||||||
| Loss from operations |
(
|
) |
(
|
) | ||||
| Other (income) expenses: | ||||||||
| Other income, net |
(
|
) |
(
|
) | ||||
| Finance costs |
|
|
||||||
| Total other (income) expenses |
(
|
) |
(
|
) | ||||
| Loss before provision for income taxes |
(
|
) |
(
|
) | ||||
| Current income tax recovery |
(
|
) |
(
|
) | ||||
| Deferred income tax recovery |
(
|
) | ||||||
| Total income tax recovery |
(
|
) |
(
|
) | ||||
| Net loss |
(
|
) |
(
|
) | ||||
| Total comprehensive loss |
(
|
) |
(
|
) | ||||
| Basic & diluted net loss per share |
(
|
) |
(
|
) | ||||
| Weighted average number of shares of common stock-basic and diluted |
|
|
||||||
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
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(US$, except share data, or otherwise noted)
|
Common
Stock |
Amount |
Additional
paid-in capital |
Retained
earnings |
Total
stockholders’ equity |
||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| Balance as of June 30, 2024 |
|
|
|
|
|
|||||||||||||||
| Net loss | — |
(
|
) |
(
|
) | |||||||||||||||
| Balance as of September 30, 2024 (unaudited) |
|
|
|
|
|
|||||||||||||||
| Balance as of June 30, 2025 |
|
|
|
|
|
|||||||||||||||
| Net loss | — |
(
|
) |
(
|
) | |||||||||||||||
| Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA) |
|
|
|
|
||||||||||||||||
| Balance as of September 30, 2025 (unaudited) |
|
|
|
|
|
|||||||||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
3
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)
(US$, except share data, or otherwise noted)
|
For The
Three Months Ended September 30, 2025 |
For The
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Unaudited | Unaudited | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss |
(
|
) |
(
|
) | ||||
| Adjustments for items not affecting cash: | ||||||||
| Depreciation of property and equipment and right-of-use financial assets |
|
|
||||||
| Amortization |
|
|
||||||
| Non-cash operating leases expense |
|
|
||||||
| Current estimated credit loss |
|
|||||||
| Accretion of convertible notes |
|
|||||||
| Deferred income taxes |
(
|
) | ||||||
| Interest income |
(
|
) |
(
|
) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable and other receivables |
|
|
||||||
| Other current assets |
|
(
|
) | |||||
| Other non-current assets |
(
|
) |
(
|
) | ||||
| Prepaid expenses |
(
|
) |
|
|||||
| Accounts payable & accrued liabilities |
(
|
) |
(
|
) | ||||
| Contract liabilities |
(
|
) |
|
|||||
| Income tax payable |
(
|
) | ||||||
| Accrued payroll liabilities |
|
|
||||||
| Net cash used in operating activities |
(
|
) |
(
|
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of property and equipment |
(
|
) |
(
|
) | ||||
| Loan disbursements |
(
|
) |
(
|
) | ||||
| Proceeds from loan repayments |
|
|
||||||
| Net cash provided by (used in) investing activities |
|
(
|
) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Repayments of finance lease liabilities |
(
|
) |
(
|
) | ||||
| Repayments of convertible notes |
(
|
) | ||||||
| Net cash used in financing activities |
(
|
) |
(
|
) | ||||
| Net decrease in cash and cash equivalents and restricted cash |
(
|
) |
(
|
) | ||||
| Cash and cash equivalents and restricted cash, beginning of the period |
|
|
||||||
| Cash and cash equivalents and restricted cash, end of the period |
|
|
||||||
| The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows: | ||||||||
| Cash and cash equivalents |
|
|
||||||
| Restricted cash – non-current |
|
|
||||||
| Total cash and cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets |
|
|
||||||
| Supplemental Disclosure of Cash Flows Information: | ||||||||
| Non-cash Transactions: | ||||||||
| Right-of-use assets acquired in exchange for finance lease liabilities |
|
|||||||
| Shares issued for Investor Notices pursuant to SEPA by reducing the convertible notes |
|
|||||||
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 September 30, 2025, and its results of operations and cash flows for the three-month period then ended. Operating results for the three months ended September 30, 2025 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 $
Principal of consolidation
The unaudited interim condensed consolidated
financial statements include the financial statements of the Company and its subsidiaries.
| Principal activities |
Percentage of
ownership |
Date of
incorporation |
Place of
incorporation |
|||||||||
| Armlogi Holding Corp. |
|
|
|
|||||||||
| Armstrong Logistic Inc. |
|
|
% |
|
|
|||||||
| Armlogi Truck Dispatching LLC |
|
|
% |
|
|
|||||||
| Andtech Trucking LLC |
|
|
% |
|
|
|||||||
| Armlogi Trucking LLC |
|
|
% |
|
|
|||||||
| Andtech Customs Broker LLC |
|
|
% |
|
|
|||||||
| Armlogi Group LLC |
|
|
% |
|
|
|||||||
5
ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
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.
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 start from April 26, 2023, August 1, 2023, November 7, 2023, December 27, 2024, January 14, 2025, and March 20, 2025, respectively. The letters of credit are renewable on an annual basis until the termination thereof.
Certain risks and concentration
The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and restricted cash, receivables, loan receivables, other current assets, and other non-current assets. As of September 30, 2025 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 September 30, 2025 and June 30, 2025, the
largest three accounts receivable balances from customers accounted for
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. If there is an approval from the board of the Company, the credit term can extend to 180 days.
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) .
6
ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Loans receivables (cont.)
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.
| Category | Depreciation method | Depreciation rate | ||
| Furniture and fixtures | Straight-line |
|
||
| Auto & trucks | Straight-line |
|
||
| Trailers & truck chassis | Straight-line |
|
||
| Machinery & equipment | Straight-line |
|
||
| Leasehold improvements | Straight-line |
Shorter of lease term or
|
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 months ended September 30, 2025 and 2024.
Intangible assets consist of software and security systems, which are amortized using the straight-line method over to 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 have elected not to provide disclosures regarding remaining performance
obligations for contracts with a term of
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 September 30, 2025 |
For The
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Transportation services |
|
|
||||||
| Warehousing services |
|
|
||||||
| Other services |
|
|
||||||
| Total |
|
|
||||||
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 three months ended September
30, 2025 and 2024, the amounts transferred from contract liabilities at the beginning of the fiscal year to revenue were $
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.
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.
9
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Leases (cont.)
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 September 30, 2025 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.
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 months ended September 30, 2025 and 2024 were conducted in the U.S. Therefore, revenue for the three months ended September 30, 2025 and 2024 were all from the U.S.
The Company’s long-lived assets consist primarily of property and equipment, right-of-use assets and restricted cash. As of September 30, 2025 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, long-term loan receivables, other 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 long-term loan receivables 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 September 30, 2025 and June 30, 2025.
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 January 1, 2024, which did not have a material impact on the Company’s consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial 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:
|
September 30,
2025 |
June 30,
2025 |
|||||||
| US$ | US$ | |||||||
| Accounts receivable – third parties |
|
|
||||||
| Accounts receivable – a related party |
|
|||||||
| Other receivables – third parties* |
|
|
||||||
| Gross total |
|
|
||||||
| Less: allowance for credit loss |
(
|
) |
(
|
) | ||||
| Total |
|
|
||||||
| * |
|
The allowance for credit loss for the three months ended September 30, 2025 and the fiscal year ended June 30, 2025 consisted of the following:
|
September 30,
2025 |
June 30,
2025 |
|||||||
| US$ | US$ | |||||||
| Balance as of beginning |
|
|
||||||
| Additional provision |
|
|||||||
| Write-off |
(
|
) | ||||||
| Ending balance |
|
|
||||||
13
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
4. Property and Equipment, Net
Property and equipment, net consisted of the following:
|
September 30,
2025 |
June 30,
2025 |
|||||||
| US$ | US$ | |||||||
| Furniture and fixtures |
|
|
||||||
| Auto & Truck |
|
|
||||||
| Trailers & track chassis |
|
|
||||||
| Machinery & equipment |
|
|
||||||
| Leasehold improvement |
|
|
||||||
| Total |
|
|
||||||
| Less: Accumulated depreciation |
(
|
) |
(
|
) | ||||
| Property and equipment, net |
|
|
||||||
Depreciation expenses are recorded in costs of services and general
and administrative expenses. The Company recorded depreciation expenses of US$
5. Intangible Assets, Net
Intangible assets, net consisted of the following:
|
September 30,
2025 |
June 30,
2025 |
|||||||
| US$ | US$ | |||||||
| Security Systems |
|
|
||||||
| Software |
|
|
||||||
| Total |
|
|
||||||
| Less: Accumulated depreciation |
(
|
) |
(
|
) | ||||
| Intangible assets, net |
|
|
||||||
The Company recorded amortization of US$
14
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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$
|
|
| ii) |
On May 21, 2024, the Company entered into a loan agreement with MYJW
LLC. in the principal amount of US$
|
|
| iii) |
On May 28, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$
|
|
| iv) |
On June 6, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$
|
|
| v) |
On June 13, 2024, the Company entered into a loan agreement with Bacalar
Enterprise Freight Inc. in the principal amount of US$
|
|
| vi) |
On August 29, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$
|
| vii) |
On August 7, 2025, the Company entered into a loan agreement with Leopard
Transnational Inc. in the principal amount of US$
|
| viii) |
On September 8, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$
|
| ix) |
On September 9, 2025, the Company entered into a loan agreement with
Kimberly Tenneco Inc. in the principal amount of US$
|
As of September 30, 2025, the Company recorded
a loan receivable balance of US$
As of June 30, 2025, the Company recorded a loan
receivable balance of US$
15
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7. Leases
As of September 30, 2025, the Company had operating
and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates from October 2025 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, as of the date of this Quarterly
Report, that these options will be exercised. The Company had certain sublease contracts and recognized US$
During the three months ended September 30, 2025, the Company did not recognize any additional operating lease liabilities.
The components of lease expenses were as follows:
|
For the
three months ended September 30, 2025 |
For the
three months ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Operating: | ||||||||
| Operating lease expenses |
|
|
||||||
| Financing: | ||||||||
| Accretion |
|
|
||||||
| Amortization – included in costs of services |
|
|
||||||
| Total |
|
|
||||||
| Cash paid for amounts included in the measurement of liabilities: | ||||||||
| Operating cash flows used in operating leases |
|
|
||||||
| Operating cash flows used in finance leases |
|
|
||||||
| Financing cash flows used in finance leases |
|
|
||||||
| Right-of-use assets obtained in exchange for lease liabilities: | ||||||||
| Operating leases | ||||||||
| Finance leases |
|
|||||||
The Company recorded operating lease expenses of US$
As of September 30, 2025, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows:
| Operating | Finance | |||||||
| US$ | US$ | |||||||
| 2026 |
|
|
||||||
| 2027 |
|
|
||||||
| 2028 |
|
|
||||||
| 2029 |
|
|
||||||
| 2030 and beyond |
|
|||||||
| Total minimum lease payment |
|
|
||||||
| Less: imputed interest |
(
|
) |
(
|
) | ||||
| Total lease liabilities |
|
|
||||||
| Less: current potion |
(
|
) |
(
|
) | ||||
| Non-current portion |
|
|
||||||
16
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7. Leases (cont.)
Weighted average remaining lease term:
| Operating leases |
|
|||
| Finance leases |
|
Weighted average discount rate:
| Operating leases |
|
% | ||
| Finance leases |
|
% |
8. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following:
|
September 30,
2025 |
June 30,
2025 |
|||||||
| US$ | US$ | |||||||
| Accounts payable |
|
|
||||||
| Credit card Payable |
|
|
||||||
| Other liabilities |
|
|
||||||
| Total |
|
|
||||||
Other liabilities as of September 30, 2025 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 $
| ● |
The first Pre-Paid Advance was disbursed on November 25, 2024 (Promissory Note 1), in the amount of $
|
| ● |
The second Pre-Paid Advance was disbursed on December 17, 2024 (Promissory Note 2), in the amount of $
|
| ● |
The third Pre-Paid Advance, originally expected to be advanced in the
principal amount of $
|
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
$
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 $
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)
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)
$
In March 2025, the Company issued
In May 2025, the Company issued
In September 2025, the Company issued
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
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) $
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
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
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 $
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, 2025.
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 $
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 | $ |
|
|||
| July 16, 2025 | $ |
|
|||
| August 15, 2025 | $ |
|
|||
The present value of the cash flows under the
new debt instrument, when discounted at the effective interest rate of the original instrument, exceeds
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 September 30, 2025 |
For the
three months ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Rental income |
|
|
||||||
| Rental expense |
(
|
) | ||||||
| Interest income |
|
|
||||||
| Credit card rebate income |
|
|
||||||
| Other income |
|
|
||||||
| Total |
|
|
||||||
20
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
11. Stockholders’ Equity
The Company is authorized to issue
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
On December 13, 2024, the Company issued
In March 2025, the Company issued
In May 2025, the Company issued
In September 2025, the Company issued
12. Earnings per Share
Basic and diluted net earnings per share for the three months ended September 30, 2025 and 2024 were as follows:
|
For the
three months ended September 30, 2025 |
For the
three months ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Numerator: | ||||||||
| Net loss attributable to stockholders |
(
|
) |
(
|
) | ||||
| Denominator: | ||||||||
|
|
|
|||||||
|
(
|
) |
(
|
) | |||||
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 months ended September 30, 2025 and 2024, 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 months ended September 30, 2025 and 2024.
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 $
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations taken as a whole. As of September 30, 2025 and June 30, 2025, the Company was not a party to any material legal or administrative proceedings.
14. Related Party Transactions and Balances
Related Parties
| Name of related parties | Relationship with the Company | |
| Jacky Chen |
|
|
| Aidy Chou |
|
|
| DNA Motor Inc. |
|
Related Party Transactions
The Company had the following related party transactions:
| (i) |
DNA Motor Inc. (“DNA”), the lessor of four of the Company’s operating leases, is owned by Jacky Chen. During the three months ended September 30, 2025, for these operating leases, US$
|
| (ii) |
During the three months ended September 30, 2025, the Company generated revenue of US$
(2024: US$
|
22
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
14. Related Party Transactions and Balances (cont.)
Related Party Transactions (cont.)
| (iii) |
During the three months ended September 30, 2025, the Company incurred general and administrative expenses of US$
|
15. Subsequent Events
The Company has evaluated the impact of events that have occurred subsequent to September 30, 2025, 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
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth under “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-42099) for the fiscal year ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25, 2025 (the “Annual Report”).
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.
Overview
We are a fast-growing U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chain solutions relating to warehouse management and order fulfillment.
With the boom of e-commerce and Internet technology, along with the development of global supply chains, a growing number of merchants are seeking to sell their products through international e-commerce platforms, such as Amazon and eBay. These merchants, however, are confronted with major logistical challenges because of the complexities involved in shipping goods across borders. Specifically, when a foreign consumer places an order online, it can take a long time for the goods to be delivered from one country to another (especially for bulky items), while facing high damage rates and congestion during peak seasons. One of the solutions to such problems is to set up overseas warehouses, which are local storage facilities established in a foreign country where the cross-border merchants intend to sell their goods. Cross-border e-commerce merchants can export goods in batches in advance to overseas warehouses, which can then be delivered to overseas consumers once orders are placed via e-commerce platforms. As a result, the delivery time and the rate of damaged and lost packages may be reduced significantly, therefore enhancing the shopping experience of consumers.
24
We provide one-stop warehousing and logistics services to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. market. We currently operate ten warehouses across the country, with an aggregate gross floor area of approximately 3,905,020 square feet. Aside from a nationwide footprint and large storage space, our warehouses are equipped with automated sorting systems, heavy-duty forklifts, and pallets and trays that are suitable for processing bulky items. As a one-stop warehousing and logistics service provider, we offer a full spectrum of services, including (i) customs brokerage services; (ii) transportation of merchandise to U.S. warehouses; and (iii) warehouse management and order fulfillment services, which further include (a) product storage and retrieval, (b) product packing and labeling, (c) kitting and repackaging, (d) order assembly and load consolidation, (e) inventory management and sales forecasting, (f) third-party distribution coordination, and (g) other value-added services. We also provide warehousing and logistics services to our U.S.-based commercial customers, who are typically domestic e-commerce merchants seeking efficient and reliable warehousing and logistics solutions to support their operations. In general, the warehousing and logistics services we provide to our domestic customers are similar to those we provide to our overseas customers. This allows us to provide integrated solutions for our customers, whether they need domestic or international warehousing and logistics support. As of September 30, 2025 and June 30, 2025, we had an active customer base of 607, and 505, respectively, for our warehousing and logistics services.
For the three months ended September 30, 2025 and 2024, we had total revenue of $49.5 million and $42.5 million, and net loss of $6.5 million and $4.6 million, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant portion of our revenue from customers based in China. During the three months ended September 30, 2025 and 2024, we generated approximately 83% and 85% of our revenue from PRC-based customers, respectively.
Results of Operations
The following table outlines our consolidated statements of operations for the three months ended September 30, 2025 and 2024:
|
For
the
Three Months Ended September 30, 2025 |
For
the
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Revenue | 49,473,179 | 42,481,896 | ||||||
| Costs of services | 51,957,262 | 46,088,686 | ||||||
| Gross loss | (2,484,083 | ) | (3,606,790 | ) | ||||
| Operating costs and expenses: | ||||||||
| General and administrative | 4,217,306 | 3,668,825 | ||||||
| Total operating costs and expenses | 4,217,306 | 3,668,825 | ||||||
| Loss from operations | (6,701,389 | ) | (7,275,615 | ) | ||||
| Other (income) expenses: | ||||||||
| Other income, net | (738,592 | ) | (1,205,665 | ) | ||||
| Finance costs | 548,345 | 9,008 | ||||||
| Total other (income) expenses | (190,247 | ) | (1,196,657 | ) | ||||
| Loss before provision for income taxes | (6,511,142 | ) | (6,078,958 | ) | ||||
| Current income tax recovery | (3,089 | ) | (57,589 | ) | ||||
| Deferred income tax recovery | - | (1,373,498 | ) | |||||
| Total income tax recovery | (3,089 | ) | (1,431,087 | ) | ||||
| Net loss | (6,508,053 | ) | (4,647,871 | ) | ||||
| Total comprehensive loss | (6,508,053 | ) | (4,647,871 | ) | ||||
| Basic & diluted net loss per share | (0.15 | ) | (0.11 | ) | ||||
| Weighted average number of shares of common stock-basic and diluted | 42,462,207 | 41,634,000 | ||||||
25
Revenue, costs of services, and gross profit margin
The following table sets forth our revenue for the three months ended September 30, 2025 and 2024:
|
For
the
Three Months Ended September 30, 2025 |
For
the
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Revenue | 49,473,179 | 42,481,896 | ||||||
| Costs of services | 51,957,262 | 46,088,686 | ||||||
| Gross loss | (2,484,083 | ) | (3,606,790 | |||||
| Gross loss margin % | (5.0 | )% | (8.5 | )% | ||||
The following table outlines the compositions of our revenue streams:
|
For
the
Three Months Ended September 30, 2025 |
For
the
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Transportation services | 32,075,786 | 28,490,756 | ||||||
| Warehousing services | 17,380,018 | 13,973,694 | ||||||
| Other services | 17,375 | 17,446 | ||||||
| Total | 49,473,179 | 42,481,896 | ||||||
Our revenue increased by $7.0 million, or 16.5%, to $49.5 million during the three months ended September 30, 2025, compared to $42.5 million for the same period in 2024. The increase was due to the following factors:
| 1) | Revenue from our transportation services increased by $3.6 million, or 12.6%, for the three months ended September 30, 2025, compared with the same period in 2024, due to the addition of new warehouse locations, which resulted in an increase in shipment volume for the three months ended September 30, 2025. |
| 2) | Revenue from our warehousing services increased by $3.4 million, or 24.4%, for the three months ended September 30, 2025, compared with the same period in 2024. As an integrated part of our one-stop warehousing and logistics services, revenue increase from our warehousing services was driven by the growth in our transportation services and the addition of new warehouses acquired in 2025. |
The following table sets forth a breakdown of our costs of services for the three months ended September 30, 2025 and 2024:
|
For the
Three Months Ended September 30, 2025 |
For the
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Amortization | 11,595 | 8,829 | ||||||
| Depreciation | 729,441 | 475,101 | ||||||
| Lease expenses | 10,530,545 | 9,106,604 | ||||||
| Freight expenses | 27,680,285 | 25,706,479 | ||||||
| Port handling and customs fees | 78,880 | 152,745 | ||||||
| Salary and benefits | 2,522,095 | 2,564,863 | ||||||
| Temporary labor expenses | 7,081,538 | 5,720,926 | ||||||
| Warehouse expenses | 2,848,860 | 2,059,111 | ||||||
| Utilities | 315,141 | 229,220 | ||||||
| Other expenses | 158,882 | 64,808 | ||||||
| Total | 51,957,262 | 46,088,686 | ||||||
26
Our costs of services mainly represented the costs incurred for the use of third-party direct freight service carriers, such as FedEx and UPS, warehouse rental expenses, costs of labor, and trucking expenses. Costs of services increased by $5.9 million, or 12.7%, during the three months ended September 30, 2025, compared with the same period in 2024. The increase was primarily driven by the following two factors:
| i. | Between September 30, 2024 and September 30, 2025, the Company expanded its operations through opening two new warehouses, including a new warehouse in the State of Illinois. These new facilities focused less on the traditional drop-shipping model, instead operating as hubs for lower profit margin services such as transfers or returns. These dynamics resulted in a notable increase in warehouse labor, rental, and other related operating expenses. |
| ii. | Freight costs increased in line with the increase in revenue from transportation services. In addition, the Company’s gross profit margin on FedEx shipments increased to 6% during the three months ended September 30, 2025, compared to 2% during the same period in 2024. This increase is largely driven by the transition of part of the freight volume to third-party vendors shipping through FedEx that provided more competitive pricing for different shipment size and weight brackets, lowering costs, increasing shipping options, and stabilizing the cost structure. |
Our overall gross loss margin improved from (8.5%) for the three months ended September 30, 2024 to (5.0%) for the same period in 2025, primarily due to expanded shipping options and lowered shipping costs. Working with several different third-party FedEx vendors has allowed us to provide competitive shipping prices across a wider range of shipment sizes and weights compared to working only with FedEx directly. Although revenue increased by $7.0 million during this period, the Company was unable to generate profit from warehouse-related expenditures.
Operating expenses
Our operating expenses consist primarily of general and administrative expenses. The following table sets forth a breakdown of our general and administrative expenses for the three months ended September 30, 2025 and 2024:
|
For
the
Three Months Ended September 30, 2025 |
For
the
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Bank charges | 42,400 | 40,390 | ||||||
| Amortization | 49,071 | 142,064 | ||||||
| Office expenses | 1,029,752 | 1,164,214 | ||||||
| Professional fees | 407,658 | 387,263 | ||||||
| Rental expenses | 641,895 | 113,354 | ||||||
| Repairs and maintenance | 729,157 | 339,068 | ||||||
| Salary and benefits | 839,731 | 1,181,280 | ||||||
| Sundries | 48,011 | 47,745 | ||||||
| Tax and licenses | 126,521 | 67,455 | ||||||
| Vehicle expenses | 176,454 | 33,638 | ||||||
| Other expenses | 126,656 | 25,418 | ||||||
| Credit loss expenses | - | 126,936 | ||||||
| Total | 4,217,306 | 3,668,825 | ||||||
27
Our general and administrative expenses increased by $0.5 million, from $3.7 million for the three months ended September 30, 2024 to $4.2 million for the same period in 2025, representing an increase of 14.9%. The increase was due to the following factors:
| 1) | Rental expenses increased by $0.5 million, or 462.7%. The increase is mainly due to the reclassification of abnormal capacity portion of new warehouses (EWS1 and ONT1) from cost to general and administrative expenses. | |
| 2) | Repairs and maintenance expenses increased by $0.4 million, or 107.9%, as a result of the growth in our transportation services. | |
| 3) | Salary and benefits decreased by $0.3 million, or 28.9%, mainly due to the Company being overcharged for workers’ comp insurance in the three months ended September 30, 2024, which was refunded in December 2024. |
Income Tax
Our income tax recovery decreased by $1.4 million for the three months ended September 30, 2025 compared to the same period in 2024, mainly due to the non-recurring reversal of previously recognized deferred tax liabilities during the three months ended September 30, 2024.
Net loss
As a result of the foregoing, our net loss for the three months ended September 30, 2025 was $6.5 million, compared with $4.6 million for the same period in 2024, representing an increase in net loss by $1.9 million.
Liquidity and Capital Resources
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 $6.5 million during the three months ended September 30, 2025 and as of that date, had a net current liability of $11.1 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.
In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this Quarterly Report, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders. As of September 30, 2025 and June 30, 2025, we had cash and cash equivalents and restricted cash of $10.8 million and $13.6 million, respectively, which primarily consisted of cash deposited in banks.
Our working capital requirements mainly consist of costs of services and general and administrative expenses. We expect that our capital requirements will be met by cash generated from our operating activities and financing activities. We believe that our current cash and cash generated from our operating activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments.
Cash Flows for the three months Ended September 30, 2025 and 2024
|
For
the
Three Months Ended September 30, 2025 |
For
the
Three Months Ended September 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Net cash used in operating activities | (1,929,402 | ) | (3,612,112 | ) | ||||
| Net cash provided by (used in) investing activities | 1,317,232 | (1,316,592 | ) | |||||
| Net cash used in financing activities | (2,117,747 | ) | (35,831 | ) | ||||
| Net decrease in cash and cash equivalents and restricted cash | (2,729,917 | ) | (4,964,535 | ) | ||||
| Cash and cash equivalents and restricted cash at beginning of the period | 13,577,827 | 9,950,384 | ||||||
| Cash and cash equivalents and restricted cash at end of the period | 10,847,910 | 4,985,849 | ||||||
28
We had a balance of cash and cash equivalents and restricted cash of $10.8 million as of September 30, 2025, compared with a balance of $13.6 million as of June 30, 2025. During the three months ended September 30, 2025, changes in our cashflow were mainly due to the following activities:
Operating Activities
Net cash used in operating activities was $1.9 million for the three months ended September 30, 2025, compared to net cash used in operating activities of $3.6 million for the same period in 2024, representing a $1.7 million increase in the net cash inflow from operating activities. The increase was primarily due to the following:
| (i) | We had net loss of $6.5 million for the three months ended September 30, 2025. For the three months ended September 30, 2024, we had net loss of $4.6 million, which led to a $1.9 million decrease in net cash inflow from operating activities. |
| (ii) | Changes in accounts receivable and other receivables were $3.8 million cash inflow for the three months ended September 30, 2025. For the three months ended September 30, 2024, changes in accounts receivable and other receivables were $0.2 million cash inflow, which led to a $3.6 million increase in net cash inflow from operating activities. |
| (iii) | Changes in accounts payable and accrued liabilities used $1.6 million net cash outflow for the three months ended September 30, 2025. For the three months ended September 30, 2024, changes in accounts payable and accrued liabilities provided net cash outflow of $1.9 million, which led to a $0.4 million increase in net cash inflow from operating activities. |
| (iv) | Changes in non-cash items provided $2.5 million net cash inflow for the three months ended September 30, 2025. For the three months ended September 30, 2024, changes in non-cash items provided net cash inflow of $2.0 million, which led to a $0.5 million increase in net cash inflow from operating activities. |
Investing Activities
Net cash provided by investing activities was $1.3 million for the three months ended September 30, 2025, primarily attributable to $0.06 million cash used for the purchase of property and equipment, $2.4 million cash used for loans extended to others, and $3.7 million proceeds received from loan repayments.
For the three months ended September 30, 2024, net cash used in investing activities was $1.3 million, primarily attributable to $1.4 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $1.0 million proceeds received from loan repayments.
Financing Activities
For the three months ended September 30, 2025, we had net cash used in financing activities of $2.1 million, which was primarily attributable to the $0.1 million used to repay finance lease liabilities and $2.02 million used to repay convertible notes.
For the three months ended September 30, 2024, we had net cash used in financing activities of $0.04 million, which was primarily attributable to the net effects of $0.04 million used to repay finance lease liabilities.
Commitments and Contractual Obligations
As of September 30, 2025, we had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates through October 2025 to November 2034 with options to renew for varying terms at our sole discretion. We have not included these options to extend or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, as of the date of this Quarterly Report, that these options will be exercised.
As of September 30, 2025, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows:
| Operating | Finance | |||||||
| US$ | US$ | |||||||
| 2026 | 23,158,753 | 371,457 | ||||||
| 2027 | 36,578,138 | 382,257 | ||||||
| 2028 | 37,872,441 | 147,196 | ||||||
| 2029 | 25,804,167 | 77,250 | ||||||
| 2030 and beyond | 39,734,608 | - | ||||||
| Total minimum lease payment | 163,148,107 | 978,160 | ||||||
| Less: imputed interest | (39,545,031 | ) | (109,691 | ) | ||||
| Total lease liabilities | 123,603,076 | 868,469 | ||||||
| Less: current potion | (30,348,333 | ) | (447,338 | ) | ||||
| Non-current portion | 93,254,743 | 421,131 | ||||||
29
Other than the above leases, we did not have significant commitments, long-term obligations, or guarantees as of September 30, 2025.
Off-balance Sheet Commitments and Arrangements
Other than two standby letters of credit with Eastwest Bank in the aggregate amount of $4,391,165, we did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of September 30, 2025, we still have an unused line of credit of $4,391,165 with Eastwest Bank.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of this Quarterly Report, and revenue and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.
Despite that management determines that there are no critical accounting estimates, the one that requires relatively significant estimates relates to useful lives of property and equipment, allowance for credit losses for accounts receivable and other receivables, and loan receivables.
Our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the notes to our unaudited consolidated financial statements. We believe that there were no critical accounting policies that affected the preparation of such financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk .
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
30
ARMLOGI HOLDING CORP.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-274667), for our initial public offering, which was declared effective by the SEC on May 13, 2024. In May 2024, we completed our initial public offering in which we issued and sold an aggregate of 1,600,000 shares of common stock, at a price of $5.00 per share for $8,000,000. EF Hutton LLC was the representative of the underwriters of our initial public offering.
We incurred approximately $3.0 million in expenses in connection with our initial public offering, which included approximately $600,000 in underwriting discounts, approximately $25,000 in expenses paid to or for underwriters, and approximately $2.4 million in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.
The net proceeds raised from the initial public offering were $5,214,851 after deducting underwriting discounts and the offering expenses payable by us. As of the date of this Quarterly Report, we have used all of the net proceeds raised from the initial public offering for working capital and other general corporate purposes in support of our current business.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
31
Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
Index to Exhibits
| Exhibit |
Incorporated
by Reference
(Unless Otherwise Indicated) |
|||||||||
| Number | Exhibit Title | Form | File | Exhibit | Filing Date | |||||
| 3.1 | Articles of Incorporation | S-1 | 333-274667 | 3.1 | September 22, 2023 | |||||
| 3.2 | Amendment to Articles of Incorporation of the Registrant, dated February 22, 2023, for correction of par value | S-1 | 333-274667 | 3.2 | September 22, 2023 | |||||
| 3.3 | Bylaws | S-1 | 333-274667 | 3.3 | September 22, 2023 | |||||
| 4.1 | Specimen Stock Certificate | S-1 | 333-274667 | 4.1 | September 22, 2023 | |||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith | |||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith | |||||
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Furnished herewith | |||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Furnished herewith | |||||
| 101.INS | Inline XBRL Instance Document | — | — | — | Filed herewith | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | — | — | — | Filed herewith | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | Filed herewith | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | Filed herewith | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | — | Filed herewith | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | Filed herewith | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | — | — | — | Filed herewith | |||||
| * | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 13, 2025
| Armlogi Holding Corp. | ||
| By: | /s/ Aidy Chou | |
| Aidy Chou | ||
| Chief Executive Officer | ||
33