Armlogi Holding Corp.

Previous wording

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 3,946,620 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 December 31, 2025 and June 30, 2025, we had an active customer base of 588, and 505, respectively, for our warehousing and logistics services.

Current wording

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 twelve warehouses across the country, with an aggregate gross floor area of approximately 3,946,620 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 March 31, 2026 and June 30, 2025, we had an active customer base of 601, and 505, respectively, for our warehousing and logistics services.

Previous wording

For the six months ended December 31, 2025 and 2024, we had total revenue of $101.0 million and $93.6 million, and net loss of $10.4 million and $6.3 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 six months ended December 31, 2025 and 2024, we generated approximately 83% and 86% of our revenue from PRC-based customers, respectively.

Current wording

For the nine months ended March 31, 2026 and 2025, we had total revenue of $142.7 million and $139.5 million, and net loss of $15.4 million and $10.1 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 nine months ended March 31, 2026 and 2025, we generated approximately 76% and 87% of our revenue from PRC-based customers, respectively.

Previous wording

The following table outlines our consolidated statements of operations for the three and six months ended December 31, 2025 and 2024:

Current wording

The following table outlines our consolidated statements of operations for the three and nine months ended March 31, 2026 and 2025:

Previous wording

The following table sets forth our revenue for the three and six months ended December 31, 2025 and 2024:

Current wording

The following table sets forth our revenue for the three and nine months ended March 31, 2026 and 2025:

Previous wording

Our revenue increased by $7.4 million, or 7.9%, to $101.0 million during the six months ended December 31, 2025, compared to $93.6 million for the same period in 2024. The increase was due to the following factors:

Current wording

Our revenue increased by $3.2 million, or 2.3%, to $142.7 million during the nine months ended March 31, 2026, compared to $139.5 million for the same period in 2025. The increase was due to the following factors:

Previous wording

The following table sets forth a breakdown of our costs of services for the three and six months ended December 31, 2025 and 2024:

Current wording

The following table sets forth a breakdown of our costs of services for the three and nine months ended March 31, 2026 and 2025:

Previous wording

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 $1.7 million, or 3.3%, during the three months ended December 31, 2025, compared with the same period in 2024. The increase was primarily driven by the following two factors:

Current wording

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 decreased by $2.0 million, or 4.4%, during the three months ended March 31, 2026, compared with the same period in 2025. The decrease was primarily driven by the following two factors:

Previous wording

Costs of services increased by $7.5 million, or 7.8%, during the six months ended December 31, 2025, compared with the same period in 2024. The increase was primarily driven by the following two factors:

Current wording

Costs of services increased by $5.5 million, or 3.9%, during the nine months ended March 31, 2026, compared with the same period in 2025. The increase was primarily driven by the following three factors:

Previous wording

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 and six months ended December 31, 2025 and 2024:

Current wording

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 and nine months ended March 31, 2026 and 2025:

Previous wording

Our general and administrative expenses increased by $0.7 million, from $2.7 million for the three months ended December 31, 2024 to $3.3 million for the same period in 2025, representing an increase of 25.2%. The increase was due to the following factors:

Current wording

Our general and administrative expenses decreased by $1.1 million, from $4.5 million for the three months ended March 31, 2025 to $3.3 million for the same period in 2026, representing a decrease of 25.7%. The decrease was due to the following factors:

Previous wording

Our income tax recovery decreased by $1.5 million for the six months ended December 31, 2025 compared to the same period in 2024, mainly due to the non-recurring reversal of previously recognized deferred tax liabilities during the six months ended December 31, 2024.

Current wording

Our income tax recovery decreased by $1.5 million for the nine months ended March 31, 2026 compared to the same period in 2025, mainly due to the non-recurring reversal of previously recognized deferred tax liabilities during the nine months ended March 31, 2025.

Previous wording

As a result of the foregoing, our net loss for the three months ended December 31, 2025 was $3.9 million, compared with $1.7 million for the same period in 2024, representing a decrease by $2.2 million.

Current wording

As a result of the foregoing, our net loss for the three months ended March 31, 2026 was $5.1 million, compared with $3.8 million for the same period in 2025, representing an increase by $1.3 million.

Previous wording

Our net loss for the six months ended December 31, 2025 was $10.4 million, compared with $6.3 million for the same period in 2024, representing a decrease by $4.1 million.

Current wording

Our net loss for the nine months ended March 31, 2026 was $15.4 million, compared with $10.1 million for the same period in 2025, representing an increase by $5.4 million.

Previous wording

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 $10.4 million during the six months ended December 31, 2025 and as of that date, had a net current liability of $15.8 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.

Current wording

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $15.4 million and $5.5 million net cash used in operating activities during the nine months ended March 31, 2026 and as of that date, had a net current liability of $20.9 million and accumulated deficits of $7.0 million. Without additional financing, the Company may not be able to fund its ongoing operations. The Company is expanding its service offerings to new customers, optimizing warehouse utilization, and developing higher-margin logistics solutions to improve profitability and cash generation. Management is executing a cost optimization plan, including delaying certain non-essential capital expenditures, reducing third-party service costs, and improving operational efficiency across warehouse operations to preserve cash flow. In addition, the Company is in discussions with several financial institutions and investors to secure additional credit facilities and other forms of financing to strengthen working capital. There is no assurance that the Company will be able to obtain financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations. These financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Previous wording

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 December 31, 2025 and June 30, 2025, we had cash and cash equivalents and restricted cash of $9.4 million and $13.6 million, respectively, which primarily consisted of cash deposited in banks.

Current wording

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 March 31, 2026 and June 30, 2025, we had cash and cash equivalents and restricted cash of $7.1 million and $13.6 million, respectively, which primarily consisted of cash deposited in banks.

Previous wording

Cash Flows for the six months Ended December 31, 2025 and 2024

Current wording

Cash Flows for the nine months Ended March 31, 2026 and 2025

Previous wording

We had a balance of cash and cash equivalents and restricted cash of $9.4 million as of December 31, 2025, compared with a balance of $13.6 million as of June 30, 2025. During the six months ended December 31, 2025, changes in our cashflow were mainly due to the following activities:

Current wording

We had a balance of cash and cash equivalents and restricted cash of $7.1 million as of March 31, 2026, compared with a balance of $13.6 million as of June 30, 2025. During the nine months ended March 31, 2026, changes in our cashflow were mainly due to the following activities:

Previous wording

Net cash used in operating activities was $3.4 million for the six months ended December 31, 2025, compared to net cash used in operating activities of $9.2 million for the same period in 2024, representing a $5.8 million increase in the net cash inflow from operating activities. The increase was primarily due to the following:

Current wording

Net cash used in operating activities was $5.5 million for the nine months ended March 31, 2026, compared to net cash used in operating activities of $5.6 million for the same period in 2025, representing a $0.1 million increase in the net cash inflow from operating activities. The increase was primarily due to the following:

Previous wording

Net cash provided by investing activities was $1.6 million for the six months ended December 31, 2025, primarily attributable to $0.6 million cash used for the purchase of property and equipment, $2.4 million cash used for loans extended to others, and $4.6 million proceeds received from loan repayments.

Current wording

Net cash provided by investing activities was $1.5 million for the nine months ended March 31, 2026, primarily attributable to $0.8 million cash used for the purchase of property and equipment, $2.4 million cash used for loans extended to others, and $4.6 million proceeds received from loan repayments.

Previous wording

For the six months ended December 31, 2024, net cash used in investing activities was $1.0 million, primarily attributable to $2.1 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $2.0 million proceeds received from loan repayments.

Current wording

For the nine months ended March 31, 2025, net cash used in investing activities was $1.5 million, primarily attributable to $2.6 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $2.0 million proceeds received from loan repayments.

Previous wording

For the six months ended December 31, 2025, we had net cash used in financing activities of $2.3 million, which was primarily attributable to the $0.3 million used to repay finance lease liabilities and $2.0 million used to repay convertible notes.

Current wording

For the nine months ended March 31, 2026, we had net cash used in financing activities of $2.5 million, which was primarily attributable to the $0.5 million used to repay finance lease liabilities and $2.0 million used to repay convertible notes.

Previous wording

For the six months ended December 31, 2024, we had net cash inflow from financing activities of $7.7 million, which was primarily attributable to the net effects of: (i) $0.4 million repayment to related parties; (ii) $8.1 million of net proceeds from the Pre-Paid Advance under the SEPA.

Current wording

For the nine months ended March 31, 2025, we had net cash inflow from financing activities of $6.6 million, which was primarily attributable to the net effects of: (i) $0.4 million repayment to related parties; (ii) $7.2 million of net proceeds from the Pre-Paid Advance under the SEPA; (iii) $0.2 million used to repay commitment fee payable; and (iv) $0.1 million used to repay finance lease liabilities.

Previous wording

Other than six standby letters of credit with Eastwest Bank in the aggregate amount of $4,394,812, 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 December 31, 2025, we still have an unused line of credit of $4,394,812 with Eastwest Bank.

Current wording

Other than six standby letters of credit with Eastwest Bank in the aggregate amount of $4,398,412, 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 March 31, 2026, we still have an unused line of credit of $4,398,412 with Eastwest Bank.