UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 30, 2025

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number 001-42099

 Armlogi Holding Corp.

 (Exact name of registrant as specified in its charter)

 Nevada

 92-0483179

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 20301 East Walnut Drive North

 Walnut, California 91789

 (Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including
area code:

 (888) 691-2911

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which

registered

 Common stock, par value $0.00001 per share

 BTOC

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

(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. Yes No

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). Yes No

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

 Non-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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the registrant's
common stock, par value $0.00001 per share, held by non-affiliates of the registrant, as computed by reference to the December 31, 2024
closing price reported by Nasdaq, was approximately $ 41,677,147.

 The number of the registrant's shares of common stock, $0.00001
par value per share, outstanding on September 25, 2025 was 45,442,479.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's proxy statement
for its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 Item 1. Business.

 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.

 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 June 30, 2025 and 2024, we had an active base of 505
and 105 customers, respectively, for our warehousing and logistics services.

 We have experienced rapid growth since our inception.
For the fiscal years ended June 30, 2025 and 2024, we had total revenue of $190.4 million and $167.0 million, respectively,
and net loss of $15.3 million and net income of $7.4 million, respectively. While we do not have any subsidiaries, assets, or employees
in the PRC, we generate a significant part of our revenue from customers based in China. During the fiscal years ended June 30,
2025 and 2024, we generated approximately 84% and 96% of our revenue from PRC-based customers, respectively.

 Our Competitive Strengths

 We believe the following competitive strengths
are essential for our success and differentiate us from our competitors:

 Quality Warehousing and Logistics Services
that Meet ISO 9001 Standards

 We provide our customers with quality warehousing
and logistics services with high inventory accuracy and 24/7 customer support, which are especially suitable for the e-commerce of bulky
items. Our operations span across the West Coast, Midwest, and East Coast of the U.S., with a total of ten warehouses under management,
including one of the only 23 eBay-certified third-party warehouses in the country. Specifically, certain items, such as furniture or large
home appliances, require special logistics facilities for storage, fulfillment, and shipping because of their size and weight. As a result,
traditional warehousing and logistics service providers may find it difficult to offer integrated one-stop solutions. The ten warehouses
we operate not only provide large storage space, but are also equipped with forklifts, pallets, and trays for processing bulky items.
In addition, inventory accuracy is a metric that measures the difference between our records of warehouse stock and actual stock. Inventory
accuracy is critical for preventing stockouts, shortages, shrinkage, controlling inventory quality, and maintaining a positive customer
experience. In this regard, our operations achieved an average of 99.64% inventory accuracy during the fiscal year ended June 30,
2025. Moreover, our customer service team provides full support to our customers' business throughout the entire process, from recommendations
on e-commerce infrastructure to sharing experience in security and compliance practices and to optimizing warehousing and logistics costs
for our customers. Leveraging our expertise in the warehousing and logistics industry as well as our 24/7 online customer support in over
30 languages, we are also able to respond quickly to special circumstances.

 The warehousing and logistics services we provide
meet ISO 9001 standards, which are a set of international standards for quality management systems. These standards are issued by the
International Organization for Standardization ("ISO"), a non-governmental organization that develops and publishes standards
across a wide range of industries, including warehousing and logistics services. ISO 9001 standards provide a framework for managing and
improving quality in a systematic and structured manner. ISO 9001 standards are rooted in a set of fundamental principles, such as prioritizing
customer needs, exhibiting strong leadership, pursuing continuous improvement, and making data-driven decisions. To ensure that our warehousing
and logistics operations meet the highest quality standards, we have implemented ISO 9001 standards into our quality management system.
To accomplish this, we have implemented ISO 9001-compliant policies and procedures, including procedures for managing inventory, handling
and storing goods, and transporting goods, as well as procedures for continuous improvement and customer feedback mechanism. Incorporating
ISO 9001 into our warehousing and logistics services may give us a competitive advantage by ensuring we meet the highest quality standards.
Customers are increasingly seeking suppliers and service providers with quality management systems, so we believe that ISO 9001 certification
can be a key differentiator for us in a competitive market.

 Reasonable Service Fees and Delivery Fees
due to the Large Volume of Goods We Process

 Considering the large volume of merchandise we
process, we are able to offer relatively inexpensive service fees and affordable delivery fees. We rely on third-party logistics providers,
such as FedEx and United Parcel Service, Inc. ("UPS"), for end-to-end delivery, as we do not have our own in-house delivery
team or vehicles. Despite this, we offer transportation rates based on a long-term agreement between our ten warehouses and third-party
logistics service providers. The volume of packages we send often entitles us to large discounts from third-party logistics providers.
As a result, we have been able to provide our customers with stable and reasonable transportation rates. Additionally, we are able to
overcome the surge charges for oversized items and peak season fees by leveraging our logistics management tools to achieve lower freight
charges. As such, we believe our service fees are reasonable and affordable.

 Capability of Providing Efficient and Low-error
Warehousing Services by Leveraging Warehouse and Order Management Technology

 We have developed a platform, primarily including
our Armlogi order management system ("OMS"), which provides a comprehensive and integrated solution for warehouse and logistics
management. See "— Technology and Intellectual Property." Our platform is built on the Amazon Web Services cloud
computing infrastructure, which provides high security, reliability, and scalability. This allows us to easily deploy and manage virtual
servers, and to quickly add or remove resources, as needed. The platform is also accessible through a web-based interface, so that our
customers and staff can access the platform from anywhere with an Internet connection.

 Our platform enables us to manage all incoming
shipments from the moment they are received at the warehouse until they are delivered to the customer. This includes tracking the status
of each shipment and providing real-time updates to our customers. The platform also allows our truck drivers to upload real-time images
of their trucks for verification, ensuring that only authorized vehicles are used for deliveries. In addition, our platform includes tools
for data input, log tracking, translations, and customer support. This allows us to quickly and accurately process orders and to provide
our customers with the information they need to manage their supply chain.

 By leveraging our platform, rather than traditional
software, we believe we have reduced our operating costs and user workload, and have increased our efficiency and control over workflows,
which, in turn, has enabled us to deliver a higher level of service to our customers while reducing the risk of human error. We have also
been able to add new features and modules to the platform as needed, without incurring high upfront costs and long implementation times
associated with traditional software.

 An Experienced Management Team with Strong
Financial and Operational Expertise

 Our management team consists of executives with
decades of supply chain, warehousing, and logistics industry as well as other corporate functions experience. As a co-founder of Armstrong
Logistic Inc. ("Armstrong Logistic") and our Chief Executive Officer, Mr. Aidy Chou, is responsible for high-level strategizing
and business planning, as well as the overall financial management and investment management of our Company. From September 2003 to May
2023, Mr. Chou served as the chief executive officer and chief financial officer at Advance Tuner Warehouse Inc. ("Advance
Tuner"), a major automobile accessories company. Mr. Tong Wu, our Secretary, Treasurer, and director, is also a co-founder
and serves as the chief administrative officer of Armstrong Logistic, and is responsible for the management of day-to-day operations
and overseeing specific departments, such as sales, marketing, and human resources. Mr. Wu has extensive experience in the warehousing
and logistics industry.

 Our Growth Strategies

 We intend to develop our business and strengthen
brand loyalty by implementing the following strategies:

 Expand and Diversify Our Customer Base and
Geographic Coverage

 We are dedicated to growing and diversifying our
existing customer base. For the fiscal years ended June 30, 2025 and 2024, we had 505 and 105 customers, respectively, with 86% and
59% of them based in mainland China. We are looking to continue to grow our customer base in China and also expand into Southeast Asia
including Vietnam, Thailand, Indonesia, and the Philippines, and Mexico. Moreover, our success is largely based on our warehouse management
capabilities enabled by our warehousing network, which covers the West Coast, Midwest, and East Coast of the United States. As of
the date of this annual report, we operate ten warehouses in the U.S., and plan to continue expanding our geographic footprint in key
markets. We plan to build out additional infrastructure in key markets in the U.S., including California, Georgia, Tennessee, Florida,
Illinois, and Arizona. A variety of funding sources could be utilized to lease additional warehouse space, including cash reserves, loans
from financial institutions, and investor fundraising. Before choosing the right funding source, we will carefully consider our financial
position, creditworthiness, and other factors. A complex process of leasing additional warehouse space requires careful planning and execution,
involving the identification of suitable locations, negotiation of lease terms, and logistics management for moving equipment and inventory.
In addition, the recruitment and training of personnel for the new warehouses may also be challenging. All of these endeavors involve
risks and will require significant management, financial, and human resources. We cannot assure you that we will be able to effectively
manage our growth or to implement our strategies successfully.

 Enhance Our Customers' Supply Chain
Efficiency by Expanding the Breadth and Depth of Our Solutions and Services

 In order to provide our customers with even greater
value, we endeavor to continually expand our solutions and services. We launched our international ocean freight services in January 2023
and are actively expanding and refining these offerings, which have enabled us to further improve supply chain efficiency for our customers.
With this new addition, we can now offer our manufacturer customers a comprehensive one-stop logistics solution, covering the entire journey
from their overseas factory door to the doorstep of the end consumer in the United States. These overseas manufacturers need a comprehensive
solution that streamlines their supply chain and simplifies logistics. By integrating ocean freight into our existing services, we can
offer a broader range of options to meet the diverse needs of our customers. All aspects of the shipping process will be handled by our
professional team, including coordination with the factory, arranging for transportation, customs clearance, and final delivery. Our customers
can focus on manufacturing quality products for consumers by delegating their logistics to us. With our new international ocean freight
services, we look forward to expanding our business and building lasting relationships with manufacturers worldwide. We plan to refine
and optimize these services over the next two years, with an estimated cost of $3 to $4 million. To finance the expansion of
our services, we are exploring a range of funding options, which may include utilizing our existing cash reserves, seeking loans from
financial institutions, or securing investor capital. The actual funding source chosen will be determined by our current financial position,
creditworthiness, and other factors. Building up our expertise and capabilities in this area may require significant resources. Additionally,
shipping goods across international borders may present regulatory and legal challenges, complicating the expansion process. In addition,
we plan to continue to develop comprehensive and sophisticated solutions and services that span the entire supply chain, from ocean freight
to distribution and delivery. This will enable us to offer a full range of value-added services to our customers, including sales forecasts
and inventory planning. We also plan to develop modular solutions and services that can be easily adopted by our customers, which are
expected to improve their experience and allow us to expand more rapidly and cost-effectively.

 Further Invest in Supply Chain Technologies
to Drive Sustainable Growth

 We plan to further invest in supply chain technologies
to facilitate the adoption and implementation of advanced technologies to improve the efficiency, transparency, and sustainability of
our supply chain solutions. Our focus will be on fundamental technologies, including artificial intelligence, data analytics, and supply
chain planning and optimization algorithms, as well as smart systems, such as ocean freight tracking and management, automated sales forecasting
and inventory management, and real-time data analysis. We anticipate that investing in supply chain technologies will not only enhance
our ability to provide smart supply chain solutions and offer valuable data insights to customers across diverse industries, but will
also bring a multitude of benefits, such as improved inventory management, faster delivery times, reduced operational costs, increased
supply chain transparency, enhanced sustainability, and improved overall customer satisfaction. In addition, we plan to further open up
our technology platforms to our customers and partners to accelerate the digitization and streamlining of their supply chains. We believe
this will enhance collaboration, innovation, and efficiency across the supply chain ecosystem. Some challenges can arise when implementing
supply chain technologies, including high costs, a shortage of skilled workers, and data security concerns. Overall, we believe that further
investing in supply chain technologies to drive sustainable growth can help us sustain our competitive advantage and contribute to our
long-term success while also advancing sustainable practices.

 Pursue Additional Strategic and Financially
Attractive Acquisitions

 We endeavor to identify, acquire, and integrate
businesses that will expand our supply-chain-related warehousing and logistics business, while achieving synergies and generating attractive
returns that exceed our cost of capital. Using our disciplined approach to screening and evaluating potential opportunities, we intend
to seek strategically and financially attractive acquisition targets that provide us with new capabilities. We have significant internal
resources dedicated to tracking potential acquisition prospects which are formally reviewed by senior management on a regular basis. Since
we are a fast-growing warehousing and logistics solution provider with a wide network of contacts, we believe we will be an acquirer of
choice in our industry and will be able to transact with smaller players at attractive valuations.

 Organizational Structure

 Armstrong Logistic was incorporated on April 16,
2020 under the laws of the State of California, which holds 100% of the equity interests in the following entities: (i) Armlogi Truck
Dispatching LLC ("Truck Dispatching"), a limited liability company wholly owned by Armstrong Logistic, which was organized
on February 26, 2021 under the laws of the State of California; (ii) AndTech Trucking LLC ("Andtech Trucking"),
a limited liability company wholly owned by Armstrong Logistic, which was organized on May 7, 2021 under the laws of the State of
California; (iii) Amlogi Trucking LLC ("Armlogi Trucking"), a limited liability company wholly owned by Armstrong Logistic,
which was organized on March 25, 2021 under the laws of the State of California; (iv) Armlogi Group LLC ("Armlogi Group"),
a limited liability company wholly owned by Armstrong Logistic, which was organized on October 19, 2021 under the laws of the State
of California; and (v) AndTech Customs Broker LLC ("Andtech Customs Broker"), a limited liability company wholly owned
by Armstrong Logistic, which was organized on June 8, 2021 under the laws of the State of California.

 In connection with our initial public offering
("IPO"), we have undertaken a reorganization of our corporate structure in the following steps:

 on September 27, 2022, we incorporated Armlogi Holding under the laws of the State of Nevada; and

 on October 7, 2022, Armstrong Logistic was acquired by Armstrong Holding from the original stockholders of Armstrong Logistic through a share exchange agreement entered into by and among Armstrong Holding, Armstrong Logistic, and the original stockholders of Armstrong Logistic.

 On May 15, 2024, we closed our IPO of 1,600,000
shares of common stock at a price of $5.00 per share. In connection with the IPO, the shares of common stock began trading on the Nasdaq
Global Market under the symbol "BTOC" on May 14, 2024.

 Our Business Model

 We provide our customers, comprising both international
cross-border e-commerce merchants (primarily from the PRC) and domestic customers, with a package of warehousing and logistics services
to select from, including (i) facilitating overseas transportation of goods to the U.S.; (ii) customs brokerage services; (iii) transportation
of goods to U.S. warehouses; and (iv) warehouse management and order fulfillment services. While our one-stop warehousing and
logistics services cover a broad range of offerings, we recognize revenue from the following three sources for accounting purposes:

 Transportation Services. We generate our transportation service revenue by purchasing transportation services from third-party carriers and reselling those services to our customers. We receive service fees, typically ranging from $5 to $75 for each service, depending on various factors, such as the load type, weight, volume, and delivery distance.

 Warehousing Services. Our revenue from warehousing services is generated via our warehouse management offerings, including inventory management and storage services. We receive warehousing service fees, typically ranging from $3 to $500 for each service, based on the specific services that our customers choose and subject to a variety of factors that may affect the cost of those services, such as the total number of stock keeping units ("SKUs"), weight, volume, and storage time.

 Other Services. Other services primarily include customs brokerage services, where we collaborate with customers to file the necessary documentation and pay the appropriate taxes and duties to relevant authorities. We receive brokerage service fees from customers, typically ranging from $70 to $100 per each service, depending on the number of items to be declared.

 See also "Management's Discussion
and Analysis of Financial Condition and Results of Operations — Results of Operations."

 Our Customers

 We primarily serve two types of customers:
(i) overseas customers and (ii) U.S. domestic customers. Our overseas customers consist of cross-border e-commerce
merchants outside the U.S. (primarily from the PRC) who intend to sell in the U.S. market via a variety of e-commerce
platforms, such as Amazon, eBay, Wish, Walmart, and Wayfair. Those customers typically operate their e-commerce stores seeking to
sell in the U.S. market but typically lack access to the warehousing and logistics resources in the U.S. Through our
expertise and liaison with the PRC, we are primarily targeting cross-border e-commerce merchants in the PRC, but we are also
developing a growing international customer base in other countries, such as South Korea and Mexico. Our U.S. domestic
customers are typically domestic e-commerce merchants seeking efficient and reliable warehousing and logistics solutions to support
their operations. Our overseas and domestic customers generated approximately 84% and 16% of our revenue, respectively, during the
fiscal year ended June 30, 2025 and approximately 96% and 4% of our revenue, respectively, during the fiscal year ended June
30, 2024. As of June 30, 2025 and 2024, we had an active base of 505 and 105 customers, respectively, for our warehousing and
logistics services. During the fiscal year ended June 30, 2025, our two largest customers were Goldensee Ltd. and Kimberly
Tenneco Inc, representing 22.0% and 10.8% of our total revenue, respectively. For the fiscal year ended June 30, 2024, our top four
customers were Aukey International Ltd., Western Post (HK) Ltd., Goldensee Ltd., and Union Grand Imp. & Exp. Co., Ltd.,
representing approximately 11.7%, 11.7%, 10.9%, and 10.0% of our total revenue, respectively. No other customers represented 10% or
more of our total revenue for the years ended June 30, 2025 and 2024.

 As an example of a typical transaction, under
a warehousing and logistics service agreement entered into by and between Armstrong Logistic, one of our subsidiaries, and a warehousing
and logistics service customer (the "Customer"), Armstrong Logistic is obligated to provide, or cause to be provided from
third parties at no cost to the Customer, the following services, including (i) receiving and processing product shipments from the
Customer for fulfillment of the Customer's end-user orders; (ii) storing inventory in warehousing facilities; (iii) picking
and packing the Customer's products from the inventory and shipping such products directly to end users upon notification by the
Customer, utilizing appropriate packaging materials at Armstrong Logistic's discretion, unless otherwise specified by the Customer;
(iv) maintaining monthly ledger summaries of all orders shipped and received, available upon request by the Customer; (v) facilitating
any product returns from end users to the Customer; and (vi) additional value-added services that the Customer desires Armstrong
Logistic to provide. Pursuant to the agreement, the Customer is required to (i) maintain all certifications, credentials, licenses,
and permits necessary to conduct its business relating to the sale of its products in the U.S. and not engage in any activities or
transactions involving its products that violate U.S. laws or regulations; and (ii) pay Armstrong Logistic service fees in accordance
with an agreed-upon pricing schedule, unless modified by written agreement of both parties. The agreement lasts for one month and automatically
renews for additional successive one-month terms, unless it is earlier terminated by either party. The agreement may be terminated by
either party without cause upon delivery to the other party of a written notice of termination, which becomes effective as of the last day
of the following month, unless earlier termination by written agreement of both parties.

 Our Suppliers

 The suppliers of our one-stop warehousing and logistics services primarily
consist of (i) our warehouse landlords and (ii) third-party logistics service providers, including FedEx and UPS, who assist
us in transporting customers' goods from foreign countries to the U.S., and/or delivering goods from our warehouses to end consumers.
We have established procedures for selecting independent third-party logistics service providers that we engage in, including a thorough
review of their service prices and quality, their operating history, fleet condition, reliability, and availability. Among our suppliers,
FedEx accounted for approximately 9% and 50% of our total purchases, during the fiscal years ended June 30, 2025 and 2024, respectively.
During the fiscal year ended June 30, 2025, UPS accounted for approximately 15.2% and MEGA CORP LOGISTIC LLC, a third-party vendor providing
shipping services via FedEx, accounted for approximately 10%, respectively.

 On April 10, 2020, Armstrong Logistic, one
of our subsidiaries, entered into a service agreement with FedEx for its delivery service. Pursuant to the agreement, which has a term
from April 10, 2020 until terminated by either party, FedEx is required to provide certain transportation services, including FedEx
Express, FedEx Ground, and FedEx Freight, as indicated in the FedEx service guide in effect at the time of shipment, at the price and
on the terms as set forth in the FedEx transportation service agreement, and Armstrong Logistic is required to make payment within 15 days
of the invoice date unless otherwise provided in a FedEx credit term attachment. Pursuant to the agreement, Armstrong Logistic may receive
the earned discount at the percentages specified in each pricing attachment based upon Armstrong Logistic's actual shipping activity.
Either party may terminate the service agreement immediately upon notice due to the other party's noncompliance with its terms.
Either party may terminate the agreement at any time without cause and without penalties, unless otherwise stated in the agreement, upon
30 days' prior written notice to the other party.

 Our Warehousing Network

 We have set up our local warehousing infrastructure
in the U.S. strategically such that we are close to ports and customers across the country, shortening delivery time to the end customers.
As of the date of this annual report, we operate ten warehouses in five states, covering three U.S. ports of destination, including
the Port of Los Angeles/Long Beach in California, the Port of Savannah in Georgia, the Port of Houston in Texas, the Port of Newark in
New Jersey and the Port of Edwardsville in Illinois. Specifically, we have (i) four warehouses in California, one in the City of
Industry, one in Walnut, one in Ontario and one in Fontana; (ii) one warehouse in Georgia, (iii) two warehouses in Texas, (iv) two
warehouses in New Jersey, and (v) one warehouse in Illinois. Our current warehousing facilities are leased to us and have an aggregate
gross floor area of 3,905,020 square feet. Aside from the large storage space, our warehouses are equipped with automated sorting systems,
forklifts, pallets, and trays that are suitable for processing bulky items. Our warehouses are also equipped with advanced security systems
and real-time scanning systems, to ensure the safe storage of a wide variety of products.

 We utilize data analytics to determine the optimal
distribution of inventory among our warehouses and provide customers with SKU-level real-time monitoring, live shipments tracking, and
historical data analytics and sales forecasting services, to allow them to more efficiently manage inventory and reduce costs. In addition,
our warehouses are equipped with advanced automated storage and retrieval systems for parcels and freight.

 Services and Operational Flow

 Transportation of Merchandise to the U.S
(Ocean Freight Services)

 We launched our international ocean freight services
in January 2023 and are actively expanding and refining these offerings, which have enabled us to further improve supply chain efficiency
for our customers. See "— Our Growth Strategies — Enhance Our Customers' Supply Chain Efficiency by Expanding
the Breadth and Depth of Our Solutions and Services." Our current one-stop warehousing and logistic services begin with facilitating
overseas transportation of our customers' merchandise to the U.S., primarily through ocean freight services arranged by us with
third parties, such as Cosco Shipping Lines, Evergreen Line, and Ocean Network Express. Since we do not operate any international shipping
business, we recommend global logistics services (primarily ocean freight services) to our customers based on our robust international
network with our third-party global carriers.

 Customs Brokerage Services

 Andtech Customs Broker, one of our wholly owned
subsidiaries, is a licensed U.S. customs broker who can assist our customers in complying with all regulatory requirements. Our services
help customers clear cargo with the U.S. Customs and Border Protection ("CBP"), including documentation collection, valuation
review, product classification, electronic submission to customs, and the collection and payment of duties, tariffs, and fees. We collaborate
with our customers to ensure that all necessary documentation is complete and accurate, and that all fees and taxes are paid in a timely
manner. We also work with our customers to develop a compliant program, including developing product databases and compliance manuals,
and conducting periodic internal audits. The development of product databases has become critical in the current economic environment
in light of rising trade tensions and various tariffs imposed as a result. In addition, we offer our customers training seminars and trade
consulting to improve efficiency.

 Port Trucking Services and Delivery of Merchandise
to U.S. Warehouses

 We offer port trucking services (or drayage trucking
services) to assist customers with the transportation of shipping containers from ports to storage or transportation facilities. Such
services involve transporting containers within a metropolitan area for short distances, where we are responsible for picking up containers
from ports and delivering the containers to their destination. As a vital part of the supply chain, port trucking ensures that goods are
transported efficiently and quickly from ports to distribution centers and other locations. Our fleet of trucks is regularly maintained
and equipped with the latest GPS tracking technology, allowing us to provide reliable and efficient transportation services. Our port
trucking services facilitate the transportation of customs-cleared goods to the U.S. warehouses, including Amazon's FBA warehouses
and our self-operated warehouses.

 (a)
 Amazon's FBA Warehouses

 Amazon's FBA is a service provided by Amazon
that provides storage, packaging, and shipping assistance to sellers. Any merchant who sells on their website can use the FBA service,
which takes the burden off of sellers and grants them more flexibility in their selling practices.

 Some of our customers intend to sell on Amazon
and request that all or part of their merchandise be delivered to Amazon warehouses. Nevertheless, Amazon has guidelines regarding how
goods delivered through their FBA services must be prepared, which are usually unfamiliar to our customers. Through our expertise and
experience in these preparations, we help our customers streamline their logistics work by taking care of such preparation work. We provide
customers with the service of receiving packed shipping containers and repacking them in order to meet Amazon's FBA requirements,
as well as shipping those goods to Amazon's FBA warehouses.

 (b)
 Our Self-operated Warehouses

 In many cases, our customers may only intend to
send a portion of their merchandise to Amazon's warehouses to be sold via FBA, while the remainder needs to be stored and sold via
other online e-commerce platforms. As a result, we provide services for delivering these goods to one of our ten warehouses in the U.S. for
further services, such as warehousing, storage, and e-commerce order fulfillment.

 Warehouse Management and Order Fulfillment
Services

 Generally, our warehouse management and order
fulfillment services are designed to help our customers store and transport their products, and are provided at competitive rates based
on the specific needs of each customer. We have a team of experienced professionals who are trained to handle these tasks efficiently
and effectively to ensure that our customers' products are stored, handled, and delivered efficiently.

 We record all inventory information when customers'
goods arrive at our warehouses. We are able to manage our warehousing network and the goods stored therein efficiently, due to our high
level of warehouse automation and strong technology capabilities. Our warehouses are equipped with advanced automated storage and retrieval
systems for parcels and freight. See "— Our Warehousing Network."

 We offer a variety of warehouse management and
order fulfillment services, primarily including (i) product storage and retrieval, (ii) product packing and labeling, (iii) kitting
and repackaging, (iv) order assembly and load consolidation, (v) inventory management and sales forecasting, (vi) third-party
distribution coordination, and (vii) other value-added services. Our customers, consisting primarily of e-commerce merchants, outsource
warehouse management and order fulfillment to us so that they can focus on running their business via online platforms such as eBay. Specifically,
when a U.S. consumer places an order online via such online platforms, the order information will be transmitted to an e-commerce
resource planning system (the "ERP system") used by the customer, which is capable of gathering and consolidating order information
from various e-commerce platforms. With our customers' authorization, such order information is subsequently transmitted to our
Armlogi OMS, which is compatible with most of the ERP systems used by our customers, and then to our Armlogi warehouse management system
for further processing.

 In accordance with the order information, we pick,
pack, and arrange for third-party logistics service providers to distribute the merchandise ordered online. See "— Our
Suppliers." As of the date of this annual report, we only provide warehousing services and logistics management services and do
not provide distribution services ourselves, as we do not have our own delivery team or networks; rather, deliveries are all handled by
third-party logistics service providers, such as FedEx and UPS. For each parcel delivered, these third-party logistics service providers
provide tracking numbers, which are transferred to our customers' ERP systems, so that both our customers and end consumers can
track its location at any time.

 Below is a graphic that illustrates the primary
operational workflow of our warehouse management and order fulfillment services:

 Further, we provide value-added logistics services,
which primarily include after-sales reverse logistics and specialized packaging. As a result of our comprehensive value-added services,
we are able to attract new business and strengthen our relationships with existing customers. Specifically, for after-sales reverse logistics
services, we provide exchange and return management services, as well as product inspection and refurbishment. With our specialized packaging
services, we offer custom or rigid packaging services using premium folding cartons, inserts, and labels. We utilize a wide variety of
materials, including paper and paperboard, pressure-sensitive labels, plastic, and foil.

 Additionally, we provide facility rental services,
allowing customers (primarily our domestic customers) to rent space within our warehouses or other facilities on a short or long-term
basis. We provide a cost-effective solution for customers who need additional storage or production space but do not want to invest in
their own facilities.

 We generate revenue by charging service fees,
typically ranging from $3 to $500 for each service, for our warehousing and logistics services, which vary depending on the specific types
of services selected by our customers, and are subject to various factors such as the load type, the total number SKUs, weight, volume,
storage time, and delivery distance. In addition to the service fees, we also charge our customs delivery fees for services provided by
third-party logistics service providers such as FedEx and UPS. Due to our long-term partnerships with third-party logistics service
providers, we believe we offer our customers reasonable and affordable transportation rates — due to the size and volume
of packages we send to our collaborative third-party logistics service providers, we are able to consolidate small shipments of goods
to achieve lower transportation rates for our customers. We strive to provide our customers with transparency in pricing and a clear understanding
of the fees they will be charged for our services, typically (i) ranging from $50 to $1,500 for a package of services selected by
each overseas customer, and (ii) ranging from $50 to $1,500 for a package of services selected by each domestic customer.

 Technology and Intellectual Property

 We have developed a platform that provides a solution
for warehouse and logistics management. The platform primarily includes our Armlogi OMS, which allows our customers to place and track
orders, manage their inventory, and receive real-time updates on the status of their shipments.

 We developed our Armlogi OMS following a process
primarily consisting of the following steps. First, we defined the system's purpose and features based on our user needs and business
objectives, with which we developed a blueprint that included system architecture, data models, and user interfaces. We then wrote codes
to develop software components and tested the system for functionality, performance, and security, to ensure compliance with user requirements.
We launched our OMS for users in June 2022 and have since been providing ongoing support and maintenance as needed. To protect our Armlogi
OMS, we have implemented several security measures, including (i) encrypting sensitive data both in transit and at rest, (ii) controlling
user access using role-based access control, (iii) following secure coding practices to avoid common security vulnerabilities, (iv) conducting
regular security audits to identify potential vulnerabilities and ensure compliance with security standards, (v) regularly updating
the system, and (vi) implementing robust mechanisms for verifying user identities and granting access to system resources.

 We regard our trademark, domain names, trade secrets,
and similar intellectual property as critical to our success. We rely on a combination of copyright and trademark law, and confidentiality
and non-disclosure agreements to protect our intellectual property rights. We also regularly monitor any infringement or misappropriation
of our intellectual property rights.

 As of the date of this annual report, we have
the following intellectual property rights in the U.S.:

 one trademark (namely, the trademark "ARMLOGI," registered with the U.S. Patent and Trademark Office on January 17, 2023);

 five domain names, including (i) armlogi.com, (ii) armlogi.net, (iii) armlg.com, (iv) armtk.com, and (v) tkarm.co; and

 four software copyrights for our mobile apps, including Armlogi Trucking, Armlogi WMS, Armlogi OMS, and Armstrong Logistic Security (website), respectively.

 We have implemented certain measures to protect
our intellectual property, including: (i) hiring outside legal counsel to assist in the protection of our intellectual property;
and (ii) timely registration and filing with relevant authorities and application of intellectual property rights for our significant
technologies and self-developed mobile apps.

 Employees

 As of June 30, 2025, we had 210 full-time employees.
The following table sets forth the number of our full-time employees as of June 30, 2025:

 Function:

 Number

 Warehousing and Logistics

 Operations

 Customer Services

 Technology

 Accounting

 Total

 We enter into employment contracts, non-disclosure
agreements, and confidential information agreements with our full-time employees to establish clear terms and expectations of employment
and protect our sensitive and confidential information.

 In addition to our full-time employees, we also
hired approximately nine independent contractors as of June 30, 2025. These contract workers serve as our supplemental workforce, primarily
responsible for warehouse labor, security, and cleaning.

 We believe that we maintain a good working relationship
with our employees, and we have not experienced material labor disputes in the past. None of our employees are represented by labor unions.

 Competition

 The warehousing and logistics industry in the
U.S. is relatively competitive and rapidly evolving, with many new companies joining the competition in recent years and few
leading companies. We believe that our ability to compete effectively for customers depends upon many factors, including the quality and
variety of services offered in our one-stop overseas warehousing and logistics business, our strong relationships with PRC customers,
our excellent 24/7 customer support, the efficiency and agility of our Armlogi OMS, and our ability to recruit and retain talents with
industry expertise. We believe that we are well-positioned to effectively compete in the warehousing and logistics industry based on the
factors listed above. Some of our current or future competitors, however, may have longer operating histories, greater brand recognition,
or greater financial, technical, or marketing resources than we do.

 Governmental Regulations

 Our industry is subject to regulation and supervision
by several governmental authorities.

 Operations

 We do not believe that current U.S. governmental
regulations impose significant economic restraint upon our business operations. A number of U.S. federal, state, and local laws and
regulations affect our business, including those relating to our sales, operations, transportation of goods, warehouse maintenance, financing,
insurance, and employment practices. The regulatory bodies that regulate our business include, but not limited to, the Federal Maritime
Commission ("FMC"), the CBP, the U.S. Department of Homeland Security (the "DHS"), the Occupational Safety and
Health Administration (the "OSHA"), the Consumer Financial Protection Bureau, the U.S. Department of Transportation (the "DOT"). For
example, the shipping of goods by sea is regulated by the FMC. Our Company is licensed by the FMC to operate as an ocean transportation
intermediary ("OTI"). As a licensed OTI, we are required to comply with several regulations, including the filing of
our tariffs. Further, the DHS regulations applicable to our customers that import goods into the U.S. and our contracted ocean carriers
may impact our ability to provide and/or receive services with and from these parties. Enforcement measures related to violations of these
regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations. We are also licensed as a customs
broker by the CBP, nationally and in each U.S. customs district in which we do business. All U.S. customs brokers are required
to maintain prescribed records and are subject to periodic audits by CBP. Moreover, the OSHA implements and enforces safety and health
regulations in the workplace, which provide standards applicable to both general industry and specific to the warehousing industry, such
as standards for, among other things, proper storage of materials, use of material handling equipment, and employee training. Furthermore,
as we are involved in the transportation of goods, we must comply with the DOT regulations regarding driver qualifications, vehicle maintenance,
and hours of service. Additionally, as with other warehousing and logistics companies, we are required to follow federal and state
employment laws, which cover important aspects such as minimum wage, overtime pay, and anti-discrimination policies, among other things.
We are also required to comply with local zoning ordinances and building codes, which may specify the permissible locations for our facilities
and the safety standards that must be adhered to. We confirm that, as of the date of this annual report, each of our subsidiaries has
obtained a valid business license or permit required for its operations. To the best of our knowledge, we are not obliged to obtain any
other approvals, licenses, or permits from any federal, state, or local authorities to conduct our business, nor have we received any
notice requesting such approvals, licenses, or permits from these authorities. However, it is uncertain whether we will be required to
obtain additional approvals, licenses, or permits in connection with our business operations pursuant to evolving federal or state laws
and regulations, and whether we will be able to obtain such approvals, licenses, or permits on a timely basis. Failure to do may results
in a material change in our operations, and the value of our common stock could deprecate significantly or become worthless.

 Environmental

 We are subject to federal, state, and local environmental
laws and regulations, such as the National Environmental Policy Act, the Resource Conservation and Recovery Act, the California Environmental
Quality Act, and the California Integrated Waste Management Act. These laws and regulations cover a variety of processes, including proper
storage, handling and disposal of waste materials, appropriately managing wastewater and stormwater, and communicating the presence of
reportable quantities of hazardous materials to local responders. Compliance with these laws and regulations has minimal impact on our
business, since our warehouse inventory does not contain reportable quantities of toxic or hazardous materials or liquid waste. We have
complied with regulation requirements by properly disposing of foam, plastic, and cardboard packing material, and working with our local
waste management services. Moreover, we regularly communicate with our customers to ensure that we are aware of the contents of their
goods stored in our warehouses, especially for inventory that is to be disposed of. As of the date of this annual report, we have not
received any inquiry, notice, or sanction regarding non-compliance with any environmental laws or regulations from any federal, state,
or local regulatory authority.

 Item 1A. Risk Factors.

 The following are factors that could have a significant
impact on our operations and financial results and could cause actual results or outcomes to differ materially from those discussed in
any forward-looking statements.

 Economic, Political, and Market Risks

 We face competition in the market for warehousing
and logistics activities, and we expect competition from existing competitors and other companies that may enter the market or introduce
new solutions in the future, which may decrease our net revenue.

 The warehousing and logistics industry in the
U.S. is competitive and rapidly evolving, with new companies increasingly joining the competition in recent years. We provide
a full spectrum of services, including facilitating overseas transportation of merchandise to the U.S., customs brokerage services, and
warehouse management and order fulfillment services, we may, therefore, compete with a broad range of companies, such as freight delivery service
providers, customs brokers, warehousing companies, and third-party logistics service providers. Because we currently primarily compete in a
niche market targeting PRC customers seeking to establish overseas warehouses in the U.S., we have the advantage of offering one-stop
integrated supply chain solutions that include a package of all the services above. Nonetheless, with the growth of overseas warehousing
services, competition can be increasingly intensive and is expected to increase significantly in the future. The increased competition
may lead to price reductions for customer acquisition, which may result in reduced margins and a loss of market share for us. We compete
with other competitors on the following bases:

 warehouse and infrastructure capacity;

 operational capabilities;

 business model;

 brand recognition;

 quality of services;

 effectiveness of sales and marketing efforts; and

 hiring and retention of talented staff.

 Our competitors may operate with different business
models, have different service structures, and may ultimately prove to be more successful or more adaptable to new regulatory, technological,
and other developments. They may in the future achieve greater market acceptance and recognition and gain a greater market share. It is
also possible that potential competitors may emerge and acquire a significant market share. If existing or potential competitors develop
or offer services that provide significant performance, price, creative optimization, or other advantages over those offered by us, our
business, results of operations, and financial condition would be negatively affected. Our existing and potential competitors may enjoy
competitive advantages over us, such as longer operating history, greater brand recognition, larger customer base, and better value-added
services. We may lose customers if we fail to compete successfully, which could adversely affect our financial performance and business
prospects. We cannot guarantee that our strategies will remain competitive or successful in the future. Increasing competition may result
in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and
results of operations.

 Any adverse change in political relations
between the U.S. and other countries or regions where our overseas customers are located (particularly the PRC), such as the ongoing
U.S.-China trade conflicts, may negatively affect our business.

 We derived approximately 84% and 96% of
our revenue from overseas customers in the PRC during the fiscal years ended June 30, 2025 and 2024, respectively, and the
continued success of our operations will be heavily dependent on the willingness of our PRC customers to sell in the U.S. via
global online e-commerce platforms, such as Amazon and eBay. This, in turn, depends heavily on stable political and economic
relations between the PRC and the U.S. In the event of any significant deterioration in the PRC's relations with the
U.S., our customers in the PRC may refrain from selling their merchandise in the U.S. market, and executive action or
legislation may be enacted that would adversely affect the profitability, feasibility, and thus the willingness of these customers
to continue their global e-commerce business in the U.S. For example, due to the increased tariffs caused by the ongoing trade
conflicts between the U.S. and China, the costs of importing and exporting certain goods or materials have increased. Given
that we cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and
China, our supply chain, costs, and profitability may be negatively impacted by the adoption and expansion of trade restrictions,
the continuation of the trade conflicts, or other government actions related to tariffs, trade agreements, or related policies. As a
result, our business, financial condition, and results of operations may be adversely affected.

 U.S. government trade actions could
have a material adverse effect on our business, financial position, and results of operations.

 Over the past several years, the U.S. government
has taken a number of trade actions that impact or could impact our operations, including imposing tariffs on certain goods imported into
the U.S. As the majority of our customers import products into the U.S. from China, many of their products are subject to the tariffs
imposed under Section 301 of U.S. trade law that have been applied to separate lists of Chinese goods imported into the U.S.,
beginning during the first Trump Administration, which remained largely in effect in the Biden Administration. A number of lawsuits and
other legal challenges with respect to the Section 301 tariff actions have been filed and remain pending, which could result in changes
to the tariffs. The Biden Administration largely maintained, defended, and enforced these particular trade actions.

 Changes in U.S. trade policy have created
ongoing uncertainties in international trade relations, and it is unclear what future actions governments will or will not take with respect
to tariffs or other international trade agreements and policies. During the 2024 presidential campaign, candidate Donald Trump expressed
intentions to impose various tariffs on imports, such as 60% tariffs on goods imported from China, 25% tariffs on goods imported from
Mexico, and between 10% and 20% tariffs on goods imported from other countries. The current Trump administration began implementing these
proposals through executive action, reigniting trade tensions with key U.S. trading partners. In early 2025, the Trump administration
announced a renewed wave of tariff increases targeting Chinese imports, raising certain rates to as high as 145%. In response, China imposed
retaliatory tariffs of up to 125% on U.S. goods and introduced export restrictions on critical raw materials, such as rare earth
elements. Although a 90-day temporary easing of tariffs was announced in May 2025, which was further extended on August 12, 2025
for an additional 90 days expiring November 10, 2025, reducing U.S. tariffs on Chinese goods to 30% and Chinese tariffs on U.S. goods
to 10%, tensions between the two countries remain following new U.S. restrictions on exports of advanced technology and the revocation
of Chinese student visas.

 It is unclear what actions the Trump administration
or Congress will take next with respect to these proposals. Ongoing or new trade wars or other governmental action related to tariffs
or international trade agreements or policies could reduce demand for our customers' products and services, increase their costs,
reduce their profitability, adversely impact their supply chain or otherwise have a material adverse effect on their business and results
of operations, any of which could have a material adverse effect on our business, financial position, and results of operations. Given
the uncertainty regarding the scope and duration of these trade actions by the U.S. government or other countries, as well as the
potential for additional trade actions, the impact on our business and results of operations remains uncertain.

 We are currently operating in a period of
economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing
military conflict between Russia and Ukraine and the increasing strained relationship between the U.S. and China. Our business, financial
condition, and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets
resulting from the conflict in Ukraine or any other geopolitical tensions.

 U.S. and global markets are experiencing
volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and
Ukraine. On February 24, 2022, Russia initiated a full-scale military invasion of Ukraine. Although the length and impact of the
ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility
in commodity prices, credit and capital markets, as well as supply chain interruptions.

 The recent military conflict in Ukraine has led
to sanctions and other penalties being levied by the United States, the European Union, and other countries against Russia. Additional
potential sanctions and penalties have also been proposed or threatened. Russian military actions and the resulting sanctions could adversely
affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it
more difficult for us to obtain additional funds. Although our business has not been materially impacted by the ongoing military conflict
between Russian and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our customers, will be
impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the military
action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also
magnify the impact of other risks described in this annual report.

 In addition, the U.S.-China relationship has recently
faced daunting challenges, contributing to geopolitical instability worldwide. Because we derived approximately 84% and 96% of our revenue
from the PRC market during the fiscal years ended June 30, 2025 and 2024, respectively, our business relies on a stable economic
and political relationship between the U.S. and China. However, the tensions between the two countries have intensified since the
COVID-19 pandemic, exemplified by the ongoing trade conflicts between U.S. and China, and there is significant uncertainty about
the future relationship between the two countries with respect to trade policies, treaties, government regulations, and tariffs. Any further
deteriorating relationship between the U.S. and China, or a prolonged stalemate between them, could materially adversely affect our
business, results of operations, and financial condition.

 China's economic, political, and social
conditions, as well as governmental policies, could affect the business environment and economic conditions in China, which may result
in an adverse impact on the demand for our services, potentially harming our financial condition and operating results.

 While we do not have any subsidiaries, assets,
or employees in the PRC, we generate a significant part of our revenue from customers based in China. During the fiscal years ended June
30, 2025 and 2024, we generated approximately 84% and 96% of our revenue from the PRC market, respectively. We expect such PRC-based revenue
to continue to comprise a significant part of our revenue going forward. As a result, any unforeseen events or circumstances that negatively
impact our ability to provide our services to our PRC customers would materially and adversely affect our results of operations and financial
condition. These negative events and circumstances include, but may not be limited to, the following:

 an economic downturn in China;

 changes in laws and regulations, in particular those with little advance notice;

 deterioration of relations or disruption of trade with the U.S., such as anti-U.S. campaigns; and

 tariffs and other trade barriers which could make it more expensive for our PRC customers to transport their goods and merchandise to the U.S.

 The Chinese government has implemented regulations
or policies that have adversely affected our business. For example, The PRC government has imposed controls on the convertibility of the
RMB into foreign currencies and, in certain cases, the remittance of currency out of China. See "Item 1A. Risk Factors — Economic,
Political, and Market Risks — If the PRC government imposes further restrictions and limitations on our PRC customers'
ability to transfer or distribute cash from the PRC to the U.S., our business, financial condition, and results of operations could be
materially adversely affected." There is no guarantee that the PRC government will not implement similar policies or regulations
in the future. For example, any changes to trade policies or regulations in China could potentially impact the ability of e-commerce merchants
to sell their merchandise in the U.S. market — possible tariffs imposed by the PRC government on goods exported to
the U.S. could increase costs for e-commerce merchants selling their merchandise overseas. In
light of the renewed escalation of the U.S.-China trade war under the current Trump administration, these risks have intensified. In early
2025, the U.S. imposed new tariffs on Chinese goods — raising certain rates up to 145%— prompting the
PRC government to implement retaliatory measures, including tariffs of up to 125% and restrictions on exports of critical raw materials,
which tariffs have been reduced by the U.S. to 30% and China to 10% until November 10, 2025 on a temporary basis. These developments have
increased the cost and complexity of cross-border trade, which could discourage Chinese e-commerce merchants from expanding or continuing
their U.S.-bound operations. This could potentially lead to a decrease in demand for overseas warehousing and logistics services,
as e-commerce merchants may opt to scale back their operations in the U.S. market.

 Additionally, potential deterioration in China's
macroeconomic environment could reduce the purchasing power of PRC e-commerce merchants, who may choose to reduce their e-commerce business
targeting U.S. consumers or, in some cases, even exit the U.S. market altogether, leading to a decrease in demand for overseas
warehousing and logistics services. Furthermore, potential economic deuteriation in the PRC could make it more challenging for us to attract
new customers and retain existing ones, potentially leading to a decrease in our service utilization. If the demand for cross-border e-commerce
from the PRC decreases, it could adversely impact our revenue and profitability. While we plan to mitigate such risks by diversifying
our customer base, there can be no assurance that we will be successful in doing so. As such, the economic, political, and social conditions
in the PRC could materially and adversely impact our financial condition and results of operations.

 Disruptions to the international supply
chain systems could adversely impact our business, financial condition, and results of operations.

 The cross-border e-commerce related warehousing
and logistics market depends largely on the availability and reliability of the global supply chain systems. The COVID-19 pandemic highlighted
the vulnerability of international supply chain systems and the potential risks associated with disruptions to these systems. Supply chain
disruptions, such as port congestion and container shortages, may cause stockouts, which can impact the availability of merchandise for
e-commerce merchants to sell. In turn, this can reduce demand for our services, as e-commerce merchants may hold back on cross-border
operations until stock availability is resolved. Furthermore, disruptions to the international supply chain systems may lead to increased
costs associated with logistics, shipping, and warehousing, resulting in reduced margins and profitability of our business. In addition,
supply chain issues may also cause delays in shipments, leading to customer dissatisfaction and decreased demand for our services. Our
ability to mitigate these risks may be limited, and there can be no assurance that we will be successful in doing so. As a result, disruptions
to the international supply chain systems could have a material and adverse impact on our business, financial condition, and results of
operations.

 Labor actions may disrupt the U.S. transportation
network we rely on and thus may adversely impact our business, financial condition, and results of operations.

 Our reliance on the global supply chain systems
and the U.S. transportation network exposes us to potential disruptions and congestions caused by labor actions, such as labor disputes
or port strikes. Labor disputes among freight carriers and at ports of entry in the U.S., where our PRC customers' merchandise is
imported, are not uncommon. For example, in June 2023, the union representing the employers of over 22,000 dock workers at U.S. West Coast
seaports staged concerted and disruptive work actions, resulting in the shutdown of some terminals at ports in Los Angeles, Long Beach,
Oakland and Hueneme in California and Tacoma and Seattle in Washington state. More
recently, in October 2024, the International Longshoremen's Association initiated a significant strike on the East and Gulf
Coasts, affecting around 45,000 workers and temporarily shutting down 14 major ports, including the Port Authority of New York and
New Jersey. As such, we expect labor unrest and its effects on the transportation of our PRC customers' merchandise to be
a continuing challenge for us. Any disruptions, such as a port worker strike, work slowdown, or other transportation disruption in the
U.S., may significantly disrupt our business. Although, as of the date of this annual report, our business has not experienced material
impacts from such disruptions caused by union actions, there is no guarantee that they will not occur in the future. In the event that
such disruptions do occur, they could lead to increased transportation costs, reduced margins, and decreased profitability for our business.
Additionally, they may cause shipment delays, resulting in customer dissatisfaction and reduced demand for our services. A prolonged transportation
disruption caused by labor action may materially adversely affect our business, results of operations and financial condition.

 Demand for our services may be adversely
impacted by the changing consumer spending power and habits in the U.S.

 We offer one-stop warehousing and logistics services
to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. Our business success is closely tied to the
demand for cross-border e-commerce in the U.S., which is, in turn, dependent on the demand from U.S. online shoppers for imported
goods from countries such as China. As such, any significant economic changes in the U.S., such as recessions or economic downturns, could
reduce consumer spending power, reduce cross-border trade, and affect the demand for our services. Additionally, any changes in consumer
spending habits, such as a shift toward purchasing from domestic retailers, could also lead to reduced demand for our services and negatively
impact our business. If we are unable to take effective measures in a timely manner to mitigate the negative impact of a decline in consumer
spending power or shifts in spending habits in the U.S., our business, financial condition, and results of operations could be adversely
affected.

 We may be adversely affected by the effects
of inflation and a potential recession.

 Recent inflationary pressures have caused, and
may continue to cause, higher interest rates and capital costs, elevated shipping costs, supply shortages, increased labor costs, weaker
exchange rates, and other related effects. Since 2021, we have experienced, and may continue to experience, higher-than-expected inflation,
including the escalation of transportation, commodity, and supply chain costs and disruptions that adversely affected our results of operations.
Specifically, since 2021, we have partially offset the impact of inflation largely through price increases, in addition to continued supply
chain optimization initiatives, and may continue to do so in the future. However, should inflation continue to impose significant pressures
on our costs, we may not be able to offset the increased costs or otherwise handle the exposure, which could negatively impact our business,
results of operations, or financial condition. Further, even if we are able to increase prices initially to counter inflationary pressures,
we may not be able to sustain such price increases. If our competitors do not raise their prices or if consumers or customers decide not
to pay the higher prices for our services, sustained price increases may eventually lead to a decrease in sales volume. Thus, inflationary
pressures could damage our reputation, our brands, or threaten our profitability or market share. In addition, unfavorable economic and
market conditions, including a potential recession, may negatively impact market sentiment, decreasing the demand for warehousing and
logistics services, particularly those associated with cross-border e-commerce, which would adversely affect our operating income and
results of operations. If we are unable to take effective measures in a timely manner to mitigate the impact of inflation as well as a
potential recession, our business, financial condition, and results of operations could be adversely affected.

 If the PRC government imposes further restrictions
and limitations on our PRC customers' ability to transfer or distribute cash from the PRC to the U.S., our business, financial
condition, and results of operations could be materially adversely affected.

 The PRC government has imposed controls on the
convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. For instance, the Circular
on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, issued on January 26, 2017,
provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders
of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic
enterprise based on the principle of genuine transaction. There is no guarantee that the PRC government will not further intervene or
impose other restrictions on our PRC customers' ability to transfer or distribute cash outside the PRC. In the event that the
foreign exchange control system prevents our PRC customers from remitting their payments to the U.S., we may not be able to receive a
substantial portion of our revenue. As a result, our business, financial condition, and results of operations may be adversely affected.

 Operational Risks

 Failure to renew our current leases or locate
desirable alternatives for our facilities could materially and adversely affect our business.

 We lease properties for all of our offices, warehouses,
and fulfilment centers. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially
reasonable terms or at all, and may therefore be forced to relocate the affected operations. This could disrupt our operations and result
in significant relocation expenses, which could adversely affect our business, financial condition, and results of operations. In addition,
we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or
renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we
may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our
affected operations could adversely affect our business and operations.

 If our customers are able to reduce their
logistics and supply chain costs or increase utilization of their internal solutions, our business and operating results may be materially
and adversely affected.

 One of the main reasons that our customers use
contract warehouse and logistics management companies is the high cost, high degree of difficulties, and operational deficiencies associated
with developing in-house logistics and supply chain expertise. If, however, our customers are able to develop their own logistics and
supply chain solutions, increase utilization of their in-house supply chain, reduce their logistics spending, or otherwise choose to terminate
our services, our business and operating results may be materially and adversely affected.

 The suspension of PRC sellers on international
e-commerce platforms, such as the crackdown on PRC sellers by Amazon in early 2021, has discouraged and may continue to discourage a growing
number of PRC e-commerce sellers from selling their merchandise to the United States, thus adversely affecting our business, financial
condition, and results of operations.

 As we derived approximately 84% and 96%of
our revenue from the PRC market during the fiscal years ended June 30, 2025 and 2024, respectively, we believe that our continued
growth depends largely on our ability to maintain our Chinese client base. In early 2021, Amazon, the world's largest e-commerce
platform, claimed that it had suspended the accounts of over 50,000 Chinese sellers for improper use of review functions. Specifically,
instead of earning great reviews through high-quality products, those PRC sellers manipulated reviews by paying for positive product reviews
or by giving away gift cards, which violates Amazon's terms of service. It is estimated that the 50,000 affected accounts caused
approximately RMB100 billion in losses for the cross-border e-commerce industry in the PRC, which has discouraged a growing number
of PRC e-commerce sellers from selling their merchandise to the U.S. via Amazon.

 There is no guarantee that (i) our current
or future international customers are fully compliant with the terms of service of all the international e-commerce platforms they use,
including Amazon, or that (ii) those e-commerce platforms will not from time to time initiate such a widespread suspension of PRC
sellers in the future. Such a crackdown on PRC sellers may significantly reduce the number of Chinese e-commerce sellers who intend to
sell in the U.S., who are our primary customers. The loss of our PRC customer base due to the widespread suspension of PRC sellers in
the cross-border e-commerce industry could be detrimental to our ongoing operations. If we are unable to attract new customers in a timely
or cost-effective manner, our business, financial condition, and results of operations may be adversely affected.

 Our largest customers generate a significant
portion of our revenue and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and interruption
in operations of such significant customers or supplier may have an adverse effect on our business, financial condition, and results of
operations.

 During the fiscal years ended June 30,
2025 and 2024, we derived most of our revenue from a few customers. For the fiscal year ended June 30, 2025, our two largest customers,
Goldensee Ltd. and Kimberly Tenneco Inc, accounted for approximately 22.0% and 10.8% of our total revenue, respectively. For the fiscal
year ended June 30, 2024, our top four customers, Aukey International Ltd., Western Post (HK) Ltd., Goldensee Ltd., and Union Grand Imp.
& Exp. Co., Ltd., accounted for approximately 11.7%, 11.7%, 10.9%, and 10.0% of our total revenue, respectively. No other customers
represented 10% or more of our total revenue for the years ended June 30, 2025 and 2024. For an example of a typical transaction, see
"Item 1. Business — Customers." We may lose a significant customer due to a variety of factors, including
our ability to provide quality warehouse and logistics management services. Even though we have a strong record of performance, we cannot
guarantee that we will continue to maintain the business cooperation with these significant customers at the same level, or at all. If
any significant customer terminates its relationship with us, there is no assurance you that we will be able to secure an alternative arrangement
with comparable customer in a timely manner, or at all. Losing one or more of these significant customers could adversely affect our revenue
and profitability.

 In addition, we depend upon a significant supplier
that accounted for more than 10% of our total purchases for approximately the past two years — specifically, FedEx accounted
for 9% and 50% of our total purchases during the fiscal year ended June 30, 2025 and 2024, respectively. During the fiscal year ended
June 30, 2025, UPS accounted for approximately 15.2% and MEGA CORP LOGISTIC LLC, a third-party vendor providing shipping services via
FedEx, accounted for approximately 10%, respectively. We cannot ensure that we will have no concentration of suppliers in the future.
Such third-party suppliers are run by independent entities that are subject to their own unique operational and financial risks, which
are beyond our control. If such significant suppliers breach or terminate their contracts with us, or experience significant disruptions
to their operations, we will be required to find and enter into arrangements with one or more replacement suppliers. Finding alternative
suppliers could involve significant delays and other costs and these suppliers may not be available to us on reasonable terms or at all.
As a result, this could harm our business and financial results and result in lost or deferred revenue.

 Customer demand is difficult to forecast
accurately, and as a result we may be unable to make planning and spending decisions to match such demand.

 We make planning and spending decisions, including
capacity expansion, procurement commitments, personnel needs, and other resource requirements based on our estimates of customer demand.
A significant portion of our revenue is derived from customers whose demand for the warehousing and shipping services is tied closely
to the end consumers in the U.S. Therefore, our customer demand may be impacted by factors out of our control, such as unexpected
shifts in the preferences of U.S. end consumers for our customers' merchandise, foreign exchange rate fluctuations that could
adversely impact our customers' costs and pricing strategies, and manufacturing production delays. Moreover, we may potentially
experience capacity and resource shortages in fulfilling e-commerce orders on behalf of our customers during the peak season of e-commerce
consumption or following special promotional campaigns on any e-commerce platforms. Failure to meet customer demand in a timely fashion
or at all may adversely affect our financial condition and results of operations.

 Our dependence on third parties to provide
overseas transportation and domestic distribution services may impact the delivery and quality of our transportation and logistics services,
and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of
our customer base, materially and adversely affecting our business, financial condition, and results of operations.

 Because we do not have our own delivery team and
networks, our business depends on the services provided by, and relationships with, various independent third parties, to provide truck
and ocean services and to report certain events to us, including, but not limited to, shipment status information and freight claims.
For example, we rely on ocean carriers for the transportation of our customer's goods and merchandise to the U.S, before they complete
customs clearance and are delivered to U.S. warehouses. We also rely on common carriers such as FedEx and UPS to distribute merchandise
to the U.S. end consumer who place orders online. Several third-party logistics service providers contributed a significant part
of the total cost of revenue of our Company. In particular, for the fiscal years ended June 30, 2025 and 2024, FedEx accounted for
approximately 9% and 50% of our total cost of revenue, respectively. During the fiscal year ended June 30, 2025, UPS accounted for approximately
15.2% and MEGA CORP LOGISTIC LLC, a third-party vendor providing shipping services via FedEx, accounted for approximately 10%, respectively.
These third-party logistics service providers may not fulfill their obligations to us, which may prevent us from meeting our commitments
to our customers. This reliance also could cause delays in reporting certain events, including recognizing claims. In addition, if we
are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers,
our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.
Many of these risks are beyond our control, including:

 equipment and driver shortages in the transportation industry;

 changes in regulations impacting transportation;

 disruption in the supply or cost of fuel;

 unanticipated changes in ocean or truck freight markets; and

 increases in shipping costs or other issues that adversely affect the global supply chains, such as global availability of shipping containers, and related labor and fuel costs.

 We may face risks related to natural disasters,
health epidemics, and other outbreaks, which could significantly disrupt our operations

 Natural disasters such as earthquakes, tsunamis,
hurricanes, tornadoes, floods, or other adverse weather and climate conditions, whether occurring in the United States or abroad,
could disrupt our operations and could damage or destroy infrastructure necessary to transport products as part of the supply chain. These
events could make it difficult or impossible for us to provide logistics services; disrupt or prevent our ability to perform functions
at the corporate level; and/or otherwise impede our ability to continue business operations in a continuous manner consistent with the
level and extent of business activities prior to the occurrence of the unexpected event, which could adversely affect our business and
results of operations.

 In
addition, our business may be negatively impacted by the fear of, exposure to, or actual effects of, a disease outbreak, epidemic, pandemic,
or similar widespread public health concern, including travel restrictions or recommendations or mandates from governmental authorities
as a result of COVID-19, the threat of the virus, or the emergence of any variants. During the fiscal year ended June 30,
2022, the COVID-19 pandemic had a material impact on our financial position and operating results. Specifically, the COVID-19 pandemic
posed significant challenges for logistics companies globally. Multiple national lockdowns, in particular the lockdowns, travel restrictions,
mandatory cessations of business operations, or mandatory quarantines imposed in the PRC, slowed or even temporarily halted the movement
of raw materials and finished goods, thus disrupting the manufacturing and distribution of goods. During the fiscal years ended June 30,
2025, 2024 and 2023, COVID-19 did not have a material impact on our financial position and operating results. However,
there is no assurance that a disease outbreak, such as COVID-19 or any other natural disasters, will not occur in the future. The extent
to which such natural diseases may impact us will depend on future developments, which are highly uncertain and cannot be predicted, including
the duration, severity, and recurrence of any such disease outbreak, the effectiveness of mitigation strategies, third-party actions taken
to contain its spread and mitigate its public health effects, and the travel restrictions, recommendations, or mandates from governmental
authorities as a result of such natural disasters or disease outbreaks. Any of these factors may materially and adversely affect our business,
financial condition, and results of operations.

 Our results of operations are subject to
seasonal fluctuations.

 We experience seasonality in our business, mainly
correlating to the seasonality patterns associated with the e-commerce and logistics and supply chain industries in the U.S. We typically
experience a seasonal surge in volume of service orders during the second and fourth quarters of each year due to holiday seasons and
summer revenue, respectively. We may experience capacity and resource shortages in our warehousing and order fulfillment services during
the period such season surge in our business. On the other hand, activity levels across our business lines are typically lower in the
first and third quarters of each year, primarily due to relatively weaker consumer spending and decreased availability of delivery personnel
and warehouse staff during these periods. As a result, our financial condition and results of operations for future periods may continue
to fluctuate, and the trading price of our common stock may fluctuate from time to time, due to seasonality.

 Our business and results of operations may
be harmed by the misconduct of authorized employees that have access to important assets of our Company such as inventory, bank accounts,
and confidential information.

 During the course of our business operations,
some of our employees have access to certain valuable assets of our Company, such as warehouse inventory, bank accounts, and confidential
information. In the event of misconduct by such authorized employees, our Company could suffer significant losses. Employee misconduct
may include misappropriating warehouse inventory or bank accounts, falsifying inventory records or bank accounts, improper use or disclosure
of confidential information to the public or our competitors, and failure to comply with our code of conduct or other policies or with
federal or state laws or regulations regarding the use and safeguarding of classified or other protected information, import-export control,
and any other applicable laws or regulations. Although we have implemented policies, procedures, and controls to prevent and detect these
activities, these precautions may not prevent all intentional or negligent misconduct, and as a result, we could face unknown risks or
losses. Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines,
penalties, restitution, or other damages, and lead to the loss of current and future customers, any of which would adversely affect our
business, financial condition, and results of operations.

 Our insurance does not fully cover all of
our operational risks, and changes in the cost of insurance or the availability of insurance could materially increase our insurance costs
or result in a decrease in our insurance coverage.

 While we have auto liability insurance and commercial
insurance for self-operated vehicles, cargo insurance, warehouse insurance, general liability insurance, and workers compensation and
employer liability insurance, we are self-insured for a portion of our potential liabilities. In certain instances, our insurance may
not fully cover an insured loss, depending on the magnitude and nature of the claim. Additionally, changes in the cost of insurance or
the availability of insurance in the future could substantially increase our costs to maintain our current level of coverage or could
cause us to reduce our insurance coverage and increase the portion of our risks that we self-insure.

 Cybersecurity incidents could disrupt our
business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business.

 Cybersecurity threats and incidents directed at
us could range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and
targeted measures aimed at disrupting business or gathering personal data of customers. We have relied on a technology platform that enables
us to deliver one-stop warehouse and logistics management services to our customers with simplicity, convenience, speed, and reliability,
primarily including our Armlogi OMS. Our technology platform supports the smooth performance of certain key functions of our business,
such as storage management, order management, payment calculation, and customers services. The secure processing, maintenance, and transmission
of information in these systems are critical to our operations. Nonetheless, our technology operations are vulnerable to security breaches
and attacks against our system and network. Although we employ measures designed to prevent, detect, address, and mitigate these threats
(including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems), cybersecurity
incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability
of critical data and confidential or proprietary information (our own or that of third parties, including potentially sensitive personal
information of our customers) and the disruption of business operations. Any such compromises to our security could cause harm to our
reputation, which could cause customers to lose trust and confidence in us or could cause agents to stop working for us. In addition,
we may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage, and
compensation to customers and business partners. We may also be subject to legal claims, government investigation, and additional state
and federal statutory requirements.

 The potential consequences of a material cybersecurity
incident include regulatory violations of applicable U.S. and international privacy and other laws, reputational damage, loss of
market value, litigation with third parties (which could result in our exposure to material civil or criminal liability), diminution in
the value of the services we provide to our customers, and increased cybersecurity protection and remediation costs (that may include
liability for stolen assets or information), which in turn could have a material adverse effect on our competitiveness and results of
operations.

 Our business, financial condition, and reputation
may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations.

 With our technology platform, we are able manage
the entire flow of inventory, labor force, and information in and out of our warehouse network, and optimize our warehouse storage and
order management services. The performance and reliability of our systems and operations are critical to our business. Our systems and
operations are vulnerable to security breaches, interruption, or malfunction due to certain events beyond our control, including natural
disasters, such as earthquakes, fires, floods, power outages, telecommunication failures, break-ins, sabotage, computer viruses, and intentional
acts of vandalism. Security breaches, interruptions, delays, or failures in our systems or operations can lead to lower quality service,
increased costs, litigation and other consumer claims, and damage our reputation, all of which could have a significant impact on our
financial condition and operating results.

 Our business and financial condition may
be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing.

 As we maintain customers' goods and merchandise
in our warehouses, we bear the risk of damage and loss prior to coordinating with third-party logistics service providers to distribute
the goods or merchandise ordered online to their end consumers. In addition, we offer port trucking services to assist customers with
the transportation of shipping containers from ports to storage or warehouses. Although we also maintain cargo insurance and warehouse
insurance for the warehouses operated and managed by us, and take steps to enhance control by engaging dependable truck drivers for transportation
and renting more secure warehouses space, we remain subject to inventory losses caused by theft, vandalism, or accidents during transportation
and/or warehousing. In addition, force majeure events such as flooding, fires, or hail may affect a large number of our
automobiles. Such events may cause us to incur large damages, deprive us of a significant portion of our inventory, and reduce customer
satisfaction if it leads to our failure to deliver sold automobiles. If any of the foregoing occurs, our business reputation, financial
condition, and results of operations may be adversely affected.

 If we fail to manage our growth or execute
our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.

 Our business has grown substantially since our
inception, and we expect it to continue to grow in terms of scale and diversity of operations. For example, we launched our international
ocean freight services in January 2023 and are actively expanding and refining these offerings. With this new addition, we can now
offer our manufacturer customers a comprehensive one-stop logistics solution, covering the entire journey from their overseas factory
door to the doorstep of the end consumer here in the United States. In addition, we plan to continue to develop comprehensive and
sophisticated solutions and services that span the entire supply chain, from ocean freight to distribution and delivery. This will enable
us to offer a full range of value-added services to our customers, including sales forecasts and inventory planning. Such expansions increase
the complexity of our operations and may cause strain on our managerial, operational, and financial resources. We must continue to hire,
train, and effectively manage new employees. In the event that our new hires fail to perform as expected, or if we fail to hire, train,
manage, and integrate new employees, our business, financial condition, and results of operations may be materially adversely affected.
The expansion of our services will also require us to maintain consistency in the quality of our services so that our market reputation
is not damaged by any deviations in quality, whether actual or perceived.

 Our future results of operations also depend largely
on our ability to execute our future plans successfully. In particular, our continued growth may subject us to the following additional
challenges and constraints:

 we face challenges in ensuring the productivity of a large employee base and recruiting, training, and retaining skilled personnel, including areas of procurement, sales and marketing, and information technology for our growing operations;

 we face challenges in responding to evolving industry standards and government regulation that impact our business and the warehousing and logistics industry in general;

 the technological or operational challenges may arise from the new services;

 the execution of our future plans will be subject to the availability of funds to support the relevant capital investment and expenditures; and

 the successful execution of our strategies is subject to factors beyond our control, such as general market conditions, and economic and political developments in the U.S. and globally.

 All of these endeavors involve risks and will
require significant management, financial, and human resources. We cannot assure you that we will be able to effectively manage our growth
or to implement our strategies successfully. There is no assurance that the investment to be made by our Company as contemplated under
our future plans will be successful and generate the expected return. If we are not able to manage our growth or execute our strategies
effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected.

 To sustain our operations and future business
growth, we need to make significant investments in both capital and working capital, and if we are unable to secure sufficient financing
when needed, our ability to execute our business plan as outlined in this prospectus will be impaired, which may negatively impact our
business and prospects.

 Sustaining our ongoing operations and propelling
future growth requires a significant investment in capital assets, coupled with sufficient working capital. In particular, as a growing
company, we may require additional capital to finance our operations, make strategic investments, or respond to market conditions. For
example, we are scheduled to commence the expansion of our warehouse network through leasing additional warehouse space in California
and Illinois by December 2024, with an estimated cost of approximately $4 million to $5 million, and we plan to refine and optimize
our international ocean freight services with an estimated cost of approximately $2 million. There can be no assurance that we will
be able to obtain the necessary financing on favorable terms or at all. Factors beyond our control, such as unfavorable market conditions,
general economic downturns, or investor sentiment, may make it challenging for us to secure additional funding. In the event we are unable
to obtain additional financing, we may have to significantly limit, or even terminate, our primary operations, or delay, reduce, or eliminate
certain of our planned operations (including further building our warehousing network and developing comprehensive and sophisticated solutions
and services that span the entire supply chain, from ocean freight to distribution and delivery), resulting in a complete loss of investment
for our stockholders. Our inability to obtain financing on acceptable terms when needed may have a material adverse effect on our business,
results of operations, financial condition, and prospects.

 If we fail to attract, recruit, or retain
our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be
affected.

 Our success depends, to a large extent, on the
efforts of our key personnel, including our executive officers, senior management, and other key employees who have valuable experience,
knowledge, and connections in global supply chains as well as the warehousing and logistics industry. There is no assurance that these
key personnel will not voluntarily terminate their employment with us. We do not carry, and do not intend to procure, key person insurance
on any of our senior management team. The loss of any of our key personnel could be detrimental to our ongoing operations. Our success
will also depend on our ability to attract and retain qualified personnel to manage our existing operations as well as our future growth.
We may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact our financial condition,
operating results, and business prospects.

 Future acquisitions may have an adverse
effect on our ability to manage our business. Raising additional capital may cause dilution to our stockholders, including purchasers
of our common stock in our initial public offering.

 We may acquire businesses, technologies, services,
or products that are complementary to our warehousing and logistics business. Future acquisitions may expose us to potential risks, including
risks associated with the integration of new operations, services, and personnel, unforeseen or hidden liabilities, the diversion
of resources from our existing business and technology, our potential inability to generate sufficient revenue to offset new costs, the
expenses of acquisitions, or the potential loss of or harm to relationships with both employees and customers resulting from our integration
of new businesses.

 Any of the potential risks listed above could
have a material adverse effect on our ability to manage our business, revenue, and net income. We may need to raise additional debt funding
or sell additional equity securities to make such acquisitions. The raising of additional debt funding by our Company, if required, would
result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets,
that would restrict our operations. The sale of additional equity securities could result in additional dilution to our stockholders.

 Our previous growth rates and performance
may not be sustainable or indicative of our future growth and financial outcomes, and there is no assurance that we will be able to achieve
the same level of financial performance in the future.

 Our total revenue increased by approximately $23.4
million, or 14.0%, to approximately $190.4 million for the fiscal year ended June 30, 2025 from $167.0 million for the fiscal year ended
June 30, 2024. Our total revenue increased by approximately $31.9 million, or 23.6%, to approximately $167.0 million for the fiscal year
ended June 30, 2024 from $135.0 million for the fiscal year ended June 30, 2023. We reported net loss of approximately $15.3 million for
the fiscal year ended June 30, 2025, representing a decrease by $22.8 million, or 306.3%, from net income of $7.4 million for the
fiscal year ended June 30, 2024. We reported net income of approximately $7.4 million for the fiscal year ended June 30, 2024, representing
a decrease by $6.5 million, from $13.9 million for the fiscal year ended June 30, 2023. While we have achieved strong financial results
in the past, these results may not be sustainable or indicative of future results, and we cannot assure you that we will achieve or maintain
profitability on a consistent basis. Our revenue growth may slow down or our revenue may decline for a number of reasons, including reduced
demand for our warehousing and logistics services, increased competition, industry trend, or our failure to capitalize on growth opportunities.
Meanwhile, we expect our overall selling, general, and administrative expenses, including marketing expenses, salaries, and professional
and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur
additional expenses in connection with the expansion of our business operations. In addition, we also expect to incur significant additional
legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we currently
expect, and there is no assurance that we will be able to maintain sufficient operating revenue to offset our operating expenses. Any
failure to increase revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or
maintaining profitability or maintaining positive operating cash flow at all, or on a consistent basis, which would cause our business,
financial condition, and results of operations to suffer.

 Legal, Regulatory, and Compliance Risks

 We are subject to numerous laws and regulations
applicable to the warehousing and logistics industry in the U.S., which, if we are found to have violated, may adversely affect our business
and results of operations.

 A number of U.S. federal and state laws and
regulations applicable to the warehousing and logistics industry affect our business and conduct. For example, we are subject to regulation
by the FMC as an OTI. As a licensed OTI, we are required to comply with several regulations, including the filing of our tariffs. We provide
customs brokerage services as a customs broker under a license issued by the CBP and other authoritative governmental agencies. Further,
DHS regulations applicable to our customers who import goods into the U.S. and our contracted ocean carriers can impact our ability
to provide and/or receive services with and from these parties. Enforcement measures related to violations of these regulations can slow
and/or prevent the delivery of shipments, which may negatively impact our operations. Moreover, the OSHA implements and enforces safety
and health regulations in the workplace, which provide standards applicable to all industries generally and specific to the warehousing
industry, such as standards for, among other things, proper storage of materials, use of material handling equipment, and employee training.
Furthermore, as we are involved in the transportation of goods, we must comply with the DOT regulations regarding driver qualifications,
vehicle maintenance, and hours of service. Additionally, as with other warehousing and logistics companies, we are required to follow
federal and state employment laws, which cover important aspects, such as minimum wage, overtime pay, and anti-discrimination policies,
among other things. We are also required to comply with local zoning ordinances and building codes, which may specify the permissible
locations for our facilities and the safety standards that must be adhered to. See "Item 1. Business — Governmental
Regulations — Operations." Any failure to comply with these laws and regulations may result in the assessment of
administrative, civil, or criminal penalties, the imposition of investigatory remedial obligations or the issuance of injunctions limiting
or prohibiting our operations. We confirm that, as of the date of this annual report, each of our subsidiaries has obtained a valid business
license or permit required for its operations. To the best of our knowledge, we are not obliged to obtain any other approvals, licenses,
or permits from any federal, state, or local authorities to conduct our business, nor have we received any notice requesting such approvals,
licenses, or permits from these authorities. However, it is uncertain whether we will be required to obtain additional approvals, licenses,
or permits in connection with our business operations pursuant to evolving federal or state laws and regulations, and whether we will
be able to obtain such approvals, licenses, or permits on a timely basis. Failure to do so may results in a material change in our operations,
and the value of our common stock could deprecate significantly or become worthless.

 Non-compliance with laws and regulations
on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties,
and disruptions of our business, which may adversely affect our results of operations and financial performance.

 Third parties with which we conduct business,
including third-party logistics service providers and brokers, may be subject to regulatory penalties or punishments because of their
regulatory compliance failures or infringement upon other parties' legal rights, which may, directly or indirectly, disrupt our
business. We cannot be certain whether such third parties have violated any regulatory requirements or infringed or will infringe any
other parties' legal rights, which could expose us to legal expenses or compensation to third parties, or both.

 We, therefore, cannot rule out the possibility
of incurring liabilities or suffering losses due to any non-compliance by third parties. There is no assurance that we will be able to
identify irregularities or non-compliance in the business practices of third parties with which we conduct business, or that such irregularities
or non-compliance will be corrected in a prompt and proper manner. Any legal liabilities and regulatory actions affecting third parties
involved in our business may affect our business activities and reputation, and may in turn affect our business, results of operations,
and financial performance.

 Moreover, regulatory penalties or punishments
against our business stakeholders such as third-party logistics service providers and brokers, whether or not resulting in any legal or
regulatory implications upon us, may nonetheless cause business interruptions or even suspension of these business stakeholders, which
could in turn disrupt our usual course of business and result in material negative impact on our business operations, results of operation
and financial condition.

 Failure to protect intellectual property
rights could adversely affect our business.

 We regard our trademark, domain names, trade secrets,
proprietary technologies, and other intellectual property as critical to our success. See "Item 1. Business — Technology
and Intellectual Property." We have taken measures to protect our intellectual property, but these measures might not be sufficient
or effective. We may bring lawsuits to protect against the potential infringement of our intellectual property rights. Policing unauthorized
use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future
to enforce their intellectual property rights. Future litigation could result in substantial costs and diversion of our resources and
could disrupt our business, as well as materially adversely affect our financial condition and results of operations. Further, despite
the potentially substantial costs, we cannot assure you that we will prevail in such litigation. In addition, our trade secrets may be
leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our
intellectual property rights could have a material adverse effect on our business, financial condition, and results of operations.

 Third parties may claim that we infringe
their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting
our services.

 We cannot be certain that our operations or any
aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, or other intellectual property rights
held by third parties. We may from time to time in the future be subject to legal proceedings and claims relating to the intellectual
property rights of others. For instance, we may face claims of trademark or copyright infringement for the use of images, pictures, or
materials used on our website or in promotional materials such as brochures or videos. Additionally, we may be subject to software copyright
infringement claims for the technology platform we rely on for our daily operations. See "Item 1. Business — Technology
and Intellectual Property." There could also be existing intellectual property of which we are not aware that our services may inadvertently
infringe. If any third-party infringement claims are brought against us, we may be forced to divert management's time and other
resources from our business and operations to defend against these claims, regardless of their merits. Additionally, the application and
interpretation of intellectual property right laws and the procedures and standards for granting trademarks, copyrights, or other intellectual
property rights are evolving and may be uncertain, and we cannot assure you that courts or regulatory authorities would agree with our
analysis. Such claims, even if they do not result in liability, may harm our reputation. If we were found to have violated the intellectual
property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual
property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and financial performance
may be materially and adversely affected.

 We may from time to time be subject to claims,
controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial
condition.

 We may from time to time become subject to or
involved in various claims, controversies, lawsuits, and legal proceedings. However, claims and threats of lawsuits are subject to inherent
uncertainties, and we are uncertain whether any of these claims would develop into a lawsuit. Lawsuits, or any type of legal proceeding,
may cause our Company to incur defense costs, utilize a significant portion of our resources, and divert management's attention
from our day-to-day operations, any of which could harm our business. Any settlements or judgments against our Company could have
a material adverse impact on our financial condition, results of operations, and cash flows. In addition, negative publicity regarding
claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us.

 We may be the subject of allegations, harassment,
or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share and customers.

 We may be subject to allegations by third parties
or purported former employees, negative Internet postings, and other adverse public exposure on our business, operations, and staff compensation.
We may also become the target of harassment or other detrimental conduct by third parties or disgruntled former or current employees.
Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, media, or other organizations. We may be subject
to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant
time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute
each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against our Company,
may be posted on the Internet, including social media platforms by anyone on an anonymous basis. Any negative publicity on our Company
or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their
users' posts, often without filters or checks on the accuracy of the content posted. The information posted may be inaccurate and
adverse to our Company, and it may harm our reputation, business, or prospects. The harm may be immediate without affording us an opportunity
for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially
false information about our business and operations, which in turn may cause us to lose market share and customers.

 Trading Risks

 The market price of our common stock may
be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial
public offering price.

 The market price of our common stock may fluctuate
significantly in response to numerous factors, many of which are beyond our control, including:

 actual or anticipated fluctuations in our revenue and other operating results;

 the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

 actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

 announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

 price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

 lawsuits threatened or filed against us; and

 other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

 In addition, the stock markets have experienced
extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.
In the past, stockholders have filed securities class litigation following periods of market volatility. If we were to become involved
in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business,
and adversely affect our business.

 The price of our common stock could be subject
to rapid and substantial volatility.

 There have been instances of extreme stock price
run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those
with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience
greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In
particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid
and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

 In addition, if the trading volumes of our common
stock are low, persons buying or selling in relatively small quantities may easily influence the price of our common stock. This low volume
of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading
day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed
prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the
market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock.
A decline in the market price of our common stock could also adversely affect our ability to issue additional shares of common stock or
other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market
in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily
sell the shares they hold or may not be able to sell their shares at all.

 Our existing stockholders may experience future dilution as a
result of future equity offerings or other equity issuances.

 We may in the future issue additional shares of
our common stock or other securities convertible into or exchangeable for shares of our common stock. We cannot assure you that we will
be able to sell shares of our common stock or other securities in any other offering or other transactions at a price per share that is
equal to or greater than the price per share paid by our existing investors.

 If we fail to maintain an effective system
of internal controls or fail to remediate the material weakness in our internal controls over financial reporting that have been identified,
we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor
confidence and the market price of our common stock may be materially and adversely affected.

 We are a public company in the United States subject
to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our
internal control over financial reporting in our annual report on 10-K beginning with our annual report for the fiscal year ended June
30, 2025. In addition, once we cease to be an "emerging growth company," as such term is defined in the JOBS Act, our independent
registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. In
preparing our consolidated financial statements as of and for the fiscal years ended June 30, 2025 and 2024, we have identified
a material weakness in our internal controls over financial reporting, which is a lack of formal policies and procedures related to a
risk assessment process and internal control environment.

 Following the identification of the material weakness,
we have taken certain remedial measures, including developing policies and procedures to formalize our internal controls over financial
reporting. We also plan to undertake additional remedial measures, including engaging a qualified third-party internal audit firm to assist
in designing, documenting, and testing our Internal Control over Financial Reporting ("ICFR") framework in accordance with
the Sarbanes-Oxley Act ("SOX") requirements; implementing company-wide control policies and standardized procedures for transaction
approvals, account reconciliations, and financial reporting cycles; and designating internal personnel to coordinate control execution,
while ensuring proper oversight from our financial and management team.

 However, the implementation of these measures
may not fully address the material weakness in our internal controls over financial reporting. Failure to correct the material weakness
or failure to discover and address any other material weakness or control deficiencies could result in inaccuracies in our financial statements
and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely
basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our common
stock, may be materially and adversely affected. Moreover, ineffective internal controls over financial reporting may significantly hinder
our ability to prevent fraud.

 Even if our management concluded that our internal
control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent
testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are
documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, as we are
a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and
systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

 As a public company, we incur substantially
increased costs as compared to when we were a private company.

 We incur significant legal, accounting, and other
expenses as a public company that we did not incur as a private company. These additional costs could negatively affect our financial
results. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements
on the corporate governance practices of public companies.

 Compliance with these laws, rules, and regulations
increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. These laws, regulations,
and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance
is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards,
and this investment may result in increased general and administrative expenses and a diversion of management's time and attention
from revenue-generating activities to compliance activities. We have incurred additional costs in obtaining director and officer liability
insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult
for us to find qualified persons to serve on our board of directors or as executive officers.

 We are an "emerging growth company,"
as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year
(a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross
revenue of at least $1.235 billion, or (c) in which we are a large accelerated filer, which means the market value of our common
stock that is held by non-affiliates exceeds $700 million as of the prior December 31, and (2) the date on which we have
issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage
of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include
exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company's internal
control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards
apply to private companies.

 After we are no longer an "emerging growth
company," or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur
significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404
and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of
independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

 We are currently evaluating and monitoring developments
with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs
we may incur or the timing of such costs.

 We may not be able to maintain the listing
of our common stock on Nasdaq.

 Even though our common stock has been approved
for listing on Nasdaq, there can be no assurance that we will be able to maintain the listing standards of that exchange, which includes
requirements that we maintain our stockholders' equity, total value of shares held by unaffiliated stockholders, and market capitalization
above certain specified levels. If we fail to conform to the Nasdaq listing requirements on an ongoing basis, our common stock might cease
to trade on Nasdaq, and may move to the OTCQB or OTC Pink Markets operated by OTC Markets Group, Inc. These quotation services are generally
considered to be markets that are less efficient and that provide less liquidity in the shares than Nasdaq.

 Substantial future sales of our common stock
or the anticipation of future sales of our common stock in the public market could cause the price of our common stock to decline.

 Sales of substantial amounts of our common stock
in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline. An
aggregate of 42,623,215 shares of common stock are outstanding as of the date of this annual report. Sales of these shares into the market
could cause the market price of our common stock to decline.

 If securities or industry analysts do not
publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common
stock and trading volume could decline.

 Any trading market for our common stock may depend
in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control
over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common stock would likely decline. If
one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the
financial markets, which could cause the price of our common stock and the trading volume to decline.

 We will be a "controlled company"
within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that
could adversely affect our public stockholders.

 As of the date of this annual report, our largest
stockholder, Mr. Aidy Chou, holds and will continue to hold, directly or indirectly, more than a majority of the voting power of
our outstanding common stock shares and will be able to determine all matters requiring approval by our stockholders. Under the Nasdaq
listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a "controlled
company" and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely
on the "controlled company" exemptions under the Nasdaq listing rules even if we are a "controlled company," we
could elect to rely on these exemptions in the future. If we were to elect to rely on the "controlled company" exemptions,
a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and
compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period
we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would
not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of
Nasdaq.

 We are an "emerging growth company"
and a "smaller reporting company" under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable
to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

 We are an "emerging growth company"
and a "smaller reporting company" as defined in the JOBS Act, and we may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not "emerging growth companies" and "smaller
reporting companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.

 In addition, Section 107 of the JOBS Act also
provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company"
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
to take advantage of the extended transition period for complying with new or revised accounting standards.

 We will remain an "emerging growth company"
until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an
effective registration statement under the Securities Act, although we will lose that status sooner if our revenue exceeds $1.235 billion,
if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held
by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

 We may continue to be a smaller reporting company
even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller
reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock
held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal
quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market
value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently
completed second fiscal quarter.

 We cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there
may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage of reduced
disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors
are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we
need it, which may materially and adversely affect our financial condition and results of operations.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Risk Management and Strategy

 We promote a company-wide culture of cybersecurity
risk management to ensure that cybersecurity risk considerations are an integral part of decision-making at every level. We have implemented
cyber defenses to safeguard our information systems and protect the confidentiality, integrity and availability of our data. We continuously
evaluate and refine our cybersecurity risk management practices to ensure they align with our business objectives and operational needs.
Our cybersecurity risk management program is comprehensive in scope and covers the systems supporting our business.

 Our cybersecurity risk management program includes:

 Risk Identification: We maintain an updated inventory of critical digital assets and leverage internal assessments and external threat intelligence to monitor and protect against emerging threats. We conduct periodic scans and audits identify vulnerabilities in our systems.

 Risk Assessments: We evaluate cyber threats such as data breaches, ransomware, and insider threats through threat modeling and business impact analysis. Prioritizing risks based on potential operational disruption ensures timely mitigation of critical threats.

 Risk Mitigation: We implement layered security controls, including firewalls, encryption, multi-factor authentication, and network segmentation. Patch management, access controls, and a robust incident response plan ensure proactive risk reduction and rapid recovery from incidents.

 Risk Monitoring and Review: We implement tools to continuously monitor network traffic, system logs, and user activities to detect threats in real-time. Regular audits and metrics help identify gaps, track performance, and strengthen our cybersecurity posture.

 As of the date of this annual report, we are not
aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or
financial condition.

 Governance

 Our board of directors (the "Board")
oversees cybersecurity risk as part of its broader risk management responsibilities. The Board considers cybersecurity a critical component
of our organization's risk management framework. The Board is responsible for approving the cybersecurity strategy, ensuring that
sufficient resources are allocated to cybersecurity initiatives, and monitoring compliance with relevant regulations and industry standards.
The Board also receives regular updates from management on cybersecurity risks, incidents, and the overall effectiveness of our cybersecurity
programs, ensuring alignment between cybersecurity objectives and business goals.

 Management, along with our Chief Information Security
Officer, Larry Chen is responsible for developing the cybersecurity strategy and supervising our cybersecurity risk management program,
leading the cybersecurity team and coordinating responses to incidents and breaches, and managing relationships with regulators, auditors,
and third-party vendors regarding cybersecurity matters. Our IT and security teams support these efforts by managing day-to-day operations,
including threat detection, incident response, patch management, and system monitoring, ensuring that cybersecurity risks are actively
managed and mitigated across our Company.

 The management team supervises efforts to prevent,
detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal IT
and security teams; threat intelligence and other information obtained from governmental, public or private sources; and alerts and reports
produced by security tools deployed in the IT environment. Our cybersecurity incident response plan governs our assessment and response
upon the occurrence of a material cybersecurity incident, including the process for informing senior management and our Board of Directors.

 Item 2. Properties.

 Our principal executive offices are located in
City of Walnut at 20301 East Walnut Drive North, Walnut, California 91789, where we lease office space and a warehouse from DNA Motor
Inc. ("DNA Motor") pursuant to a sublease agreement, with an area of approximately 350,000 square feet, with a lease term
from January 1, 2022 to December 31, 2028, and monthly rent of approximately $370,000.

 In addition, Armstrong Logistic, one of our subsidiaries,
leases the following three warehouses in California:

 at 19545 San Jose Avenue, City of Industry, California 91746, from
DNA Motor, a company owned by Jacky Chen, the former chief executive officer of Armstrong Logistic, pursuant to a sublease agreement,
with an area of approximately 130,000 square feet, with a lease term from September 1, 2020 to December 31, 2027, and a monthly rent
of approximately $110,600;

 at 5450 E Francis St, Ontario, CA 91761, from JCC California Properties
LLC, pursuant to a lease agreement, with an area of approximately 480,000 square feet, with a lease term from January 1, 2025 to December
31, 2029, and a monthly rent of approximately $229,600; and

 at 11618 Mulberry Ave, Fontana, CA 92337, from United Facilities, Inc.,
pursuant to a lease agreement and its amendment, with an area of approximately 633,953 square feet, with a lease term from August 10,
2023 to September 30, 2028, and a monthly rent of approximately $785,600.

 Armstrong Logistic also leases one warehouse in
Georgia:

 at 1001 Trade Center Boulevard Building 4A, Rincon, Georgia 31326,
from HREX GITC4, DST, pursuant to a lease agreement with an area of approximately 734,000 square feet, with a lease term from July 1,
2024 to November 30, 2034, and a monthly rent of approximately $268,600.

 Armstrong Logistic also leases the following
two warehouses in Texas:

 at 645 Independence Parkway, La Porte, Texas 77571,
from BCI IV Monument BP LP, pursuant to a lease agreement, with an area of approximately 200,000 square feet, which was assigned to Armstrong
Logistic by DNA Motor from April 1, 2021 to August 31, 2026, and a monthly rent of approximately $84,900; and

 at 615, 619 E Sam Houston Pkwy, Pasadena, Texas 77503, from First Industrial
LP, pursuant to a lease agreement, with an area of approximately 241,280 square feet, which was assigned to Armstrong Logistic by DNA
Motor from January 24, 2025 to April 30, 2029, and a monthly rent of $121,479.

 Armstrong Logistic also leases the following
two warehouses in New Jersey:

 at 839 Railroad Avenue, Florence, New Jersey 08554, from DNA Motor
pursuant to a sublease agreement, with an area of approximately 300,000 square feet, with a lease term from November 1, 2021 to September 30,
2029, and monthly rent of approximately $210,000; and

 at 250 Carter Dr, Edison, New Jersey 07090, from Romark Logistics of
NJ, LLC. pursuant to a sublease license agreement, with an area of approximately 87,000 square feet, with a lease term from May 1, 2023
to October 31, 2027, and monthly rent of approximately $130,000. This warehouse was subsequently expanded through a lease agreement with
NL Cedars Group LLC, with a lease term from January 1, 2024 to February 28, 2029. Phase 1 of the lease with NL Cedars Group LLC commenced
on January 1, 2024 and ended on November 30, 2024 and added approximately 144,000 square feet, at a monthly rent of approximately $195,000.
Phase 2 of the lease with NL Cedars Group LLC commenced on December 1, 2024 and ends on October 31, 2027, adding an additional area of
approximately 113,000 square feet for a total of approximately 257,000 square feet, at a monthly rent of approximately $360,000. Phase
3 of the lease with NL Cedars Group LLC will commence on November 1, 2027 and end on February 28, 2029, adding an additional area of approximately
86,936 square feet for a total of approximately 343,936 square feet, at a monthly rent of approximately $520,000.

 Armstrong Logistic also leases one warehouse in
Illinois:

 at 28 Gateway Commerce Center Dr W, Edwardsville, IL 62025, from Walgreens.com,
Inc, pursuant to a sublease agreement, with an area of approximately 500,000 square feet, with a lease term from December 27, 2024 to
February 29, 2032, and a monthly rent of $58,333.

 We believe that the offices and warehouses that
we currently lease are adequate to meet our needs for the foreseeable future.

 Item 3. Legal Proceedings.

 From time to time, we may become a party to various
legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property
infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. We are currently
not a party to, and we are not aware of any threat of, any legal or administrative proceeding that, in the opinion of our management,
is likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Common Stock

 Our common stock trades under the symbol "BTOC" on the
Nasdaq Global Market.

 Holders of Record

 As of September 25, 2025, we had 45,442,479 shares of common stock
issued and outstanding held by 45 stockholders of record, not including beneficial holders whose shares are held in names other than their
own.

 Dividend Policy

 As of the date of this annual report, we have
not paid any cash dividends on our common stock, and our board of directors intends to continue a policy of retaining earnings, if any,
for use in our operations. We are organized under the Nevada Revised Statutes, which prohibits the payment of a dividend if, after giving
it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less
than the sum of our total liabilities. Any determination by our board of directors to pay dividends in the future to stockholders will
be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions,
statutory and regulatory restrictions, and any other factors deemed appropriate by our board of directors.

 Equity Compensation Plans

 For information on securities authorized for issuance
under our existing equity compensation plan, see Item 12 under the heading "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters."

 Recent Sales of Unregistered Securities

 Other than previously disclosed in our quarterly
reports on Form 10-Q or current reports on Form 8-K, during the period covered by this annual report, we did not issue any securities
which were not registered under the Securities Act of 1933, as amended (the "Securities Act").

 Recent Purchases of Equity Securities

 None.

 Item 6. [Reserved].

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 The following discussion of our financial condition
and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere
in this filing.

 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.

 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 10
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 June 30, 2025 and 2024, we had an active base of 505
and 105 customers, respectively, for our warehousing and logistics services.

 We have experienced rapid growth since our inception.
For the fiscal years ended June 30, 2025 and 2024, we had total revenue of $190.4 million, and $167.0 million, respectively, and net loss
of $15.3 million, and net income of $7.4 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 fiscal years ended June 30, 2025 and 2024,
we generated approximately 84% and 96% of our revenue from PRC-based customers, respectively. See "Item 1A. Risk Factors — Economic,
Political, and Market Risks — China's economic, political, and social conditions, as well as governmental policies, could
affect the business environment and economic conditions in China, which may result in an adverse impact on the demand for our services,
potentially harming our financial condition and operating results."

 Key Factors Affecting Our Results of Operations

 We believe the following key factors may affect
our financial condition and results of operations.

 Supportive Cross-Border E-Commerce Business
Environment and Platform Policies that Facilitate Sales by PRC E-Commerce Merchants into the U.S. Market

 The
majority of our customers consist of PRC e-commerce merchants who sell their merchandise into the U.S. market through e-commerce
platforms. As such, our ability to acquire and maintain new or existing customers for our warehousing and logistics services is heavily
reliant on their continued willingness to conduct cross-border e-commerce businesses, which may be significantly impacted by policies
set by e-commerce platforms. For example, in early 2021, Amazon, the world's largest e-commerce platform, claimed that it had suspended
the accounts of over 50,000 Chinese sellers for improper use of review functions. Specifically, instead of earning favorable reviews through
high-quality products, those PRC sellers manipulated reviews by paying for positive product reviews or by giving away gift cards, which
violated Amazon's terms of service. It is estimated that the 50,000 affected accounts caused approximately RMB100 billion in
losses for the cross-border e-commerce industry in the PRC, which has discouraged a growing number of PRC e-commerce sellers from selling
their merchandise in the U.S. via Amazon. There is no guarantee that our current or future international customers are fully compliant
with the terms of service of all the international e-commerce platforms they use, including Amazon, or that those e-commerce platforms
will not from time to time initiate such a widespread suspension of PRC sellers in the future. Such a crackdown on PRC sellers may significantly
reduce the number of Chinese e-commerce sellers who intend to sell in the U.S., who are our primary customers. The loss of our PRC customer
base due to the widespread suspension of PRC sellers in the cross-border e-commerce industry could be detrimental to our ongoing operations.
See " Item 1A. Risk factors — Operational Risks — The
suspension of PRC sellers on using international e-commerce platforms, such as the crackdown on PRC sellers by Amazon in early 2021, has
discouraged and may continue to discourage a growing number of PRC e-commerce sellers from selling their merchandise to the United States,
thus adversely affecting our business, financial condition, and results of operations."

 Our Ability to Maintain Our Major Customers

 During the fiscal years ended June 30, 2025
and 2024, our five largest customers accounted for approximately 55.1% and 53.0% of our total revenue, respectively. While we strive
to maintain our competitive strengths, such as our quality warehousing and logistics services, competitive pricing, and quality customer
services (see "Item 1. Business — Our Competitive Strengths") to maintain our customer base, there is no
guarantee that we will continue to maintain our business relationships with these major customers at the same level, or at all. In the
event that a significant customer terminates its relationship with us, there is no assurance that we will be able to secure an alternative
arrangement with another comparable customer in a timely manner, or at all. Losing one or more of these major customers could adversely
affect our revenue and profitability. See "Item 1A. Risk Factors — Operational Risks — Our largest
customers generate a significant portion of our revenue and our business may rely on two suppliers that account for more than 10% of
our total purchases, and interruption in operations of such significant customers or supplier may have an adverse effect on our business,
financial condition, and results of operations."

 Our Ability to Effectively Develop and Expand
our Labor Force

 Our ability to increase our customer base and
achieve broader market acceptance will depend to a significant extent on our ability to expand our sales, marketing, and support operations,
as well as our ability to recruit and retain talented personnel. We plan to continue expanding our labor force in these areas of the business
and engaging additional partners. This expansion will require us to invest significant financial and other resources to attract and retain
a skilled workforce. Our business will be harmed if we are unable to hire, develop, and retain skilled and qualified personnel, if our
new personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we are unable to retain our existing
personnel.

 Results of Operations

 The following table outlines our consolidated
statements of operations for the fiscal years ended June 30, 2025 and 2024:

 2025

 2024

 US$

 US$

 Revenue

 Costs of service

 193,408,827

 148,894,227

 Gross (loss) profit

 (3,000,569
)

 18,082,807

 Operating costs and expenses:

 General and administrative

 Total operating costs and expenses

 (Loss) Income from operations

 (17,676,112
)

 8,115,015

 Other (income) expenses:

 Other income, net

 (2,714,344
)

 (2,320,257
)

 Loss on debt extinguishment

 1,192,431

 —

 Loss on disposal of assets

 43,625

 —

 Finance costs

 714,352

 47,649

 Total other (income) expenses

 (763,936
)

 (2,272,608
)

 (Loss) Income before provision for income taxes

 (16,912,176
)

 10,387,623

 Current income tax expense (recovery)

 (26,954
)

 2,145,072

 Deferred income tax expense (recovery)

 (1,536,455
)

 Total income tax expenses (recovery)

 (1,563,409
)

 Net (loss) income

 (15,348,767
)

 Total comprehensive (loss) income

 (15,348,767
)

 Basic & diluted net earnings per share

 (0.37
)

 0.19

 Weighted average number of shares of common stock-basic

 40,205,836

 Weighted average number of shares of common stock-diluted

 40,216,109

 The following table sets forth our revenue for
the fiscal years ended June 30, 2025 and 2024:

 2025

 2024

 US$

 US$

 Revenue

 Cost of service

 193,408,827

 148,894,227

 Gross profit (loss)

 (3,000,569
)

 18,082,807

 Gross profit (loss) margin %

 -1.6
 %

 10.8
 %

 The following table outlines the compositions
of our revenue streams:

 2025

 Year
 Ended
 2024

 US$

 US$

 Transportation services

 127,013,393

 115,323,654

 Warehousing services

 63,285,107

 51,502,358

 Other services

 109,758

 151,022

 Total

 Our revenue increased by $23.4 million, or
14.0%, to $190.4 million during the fiscal year ended June 30, 2025, compared to $167.0 million for the fiscal year ended June
30, 2024. The increase was due to the following factors:

 1)
 Revenue from our transportation services increased by $11.7 million,
or 10.1%, due to due to the addition of new warehouse locations, which resulted in an increase in shipment volume in the fiscal year
ended June 30, 2025 compared to the fiscal year ended June 30, 2024.

 2)
 Revenue from our warehousing services increased by $11.8 million,
or 22.9% in the fiscal year ended June 30 2025, compared to the fiscal year ended June 30, 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.

 3)
 Revenue from other services decreased by $0.04 million, or
27.3% in the fiscal year ended June 30 2025, compared to the fiscal year ended June 30, 2024. Other revenue mainly consisted of revenue
from our customs brokerage services.

 Our cost of service 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. Cost of service increased by $44.5 million, or 29.9%, during the fiscal year ended June 30, 2025, compared
with the fiscal year ended June 30, 2024. The increase was primarily driven by the following two factors:

 i.
 In the fiscal year ended June 30, 2025, the Company expanded its operations
with the opening of two new warehouses, in addition to a new warehouse in the State of Illinois which was launched at the end of the fiscal
year 2024. Unlike prior expansions, which benefited from shifting personnel from nearby existing locations, these new facilities required
incremental labor hiring. Furthermore, the type of orders fulfilled at the two new warehouses are not the traditional drop-shipping model
and typically carry lower profit margins. These dynamics resulted in a notable increase in warehouse labor, rental, and other related
operating expenses.

 ii.
 Freight costs rose significantly due to changes in carrier economics. The Company's gross profit
margin on FedEx shipments declined from 23% in fiscal 2024 to 7% in fiscal 2025, largely driven by FedEx rate increases tied to tariffs
and broader economic conditions. To mitigate this impact, management transitioned part of the freight volume to UPS. While UPS has provided
a more stable cost structure, its current gross margin of 6% remains well below the 23% margin previously achieved with FedEx. This shift
has partially cushioned the impact but continues to place downward pressure on freight profitability in the near term.

 The following table sets forth a breakdown of
our cost of service for the fiscal years ended June 30, 2025 and 2024:

 2025

 Year
 Ended
 2024

 US$

 US$

 Amortization

 38,081

 35,317

 Depreciation

 2,725,602

 1,683,436

 Rental expenses

 38,290,217

 30,421,614

 Freight expenses

 113,167,867

 89,506,874

 Port handling and customs fees

 518,962

 266,784

 Salary and benefits

 10,210,118

 7,553,353

 Temporary labor expenses

 17,451,331

 12,657,528

 Warehouse expenses

 9,491,473

 5,705,059

 Utilities

 933,045

 547,587

 Other expenses

 582,131

 516,675

 Total

 193,408,827

 148,894,227

 Our rental expenses (primarily warehouse operating
lease expenses), freight expenses, temporary labor expenses, and salary and benefits increased significantly by $7.9 million, $23.7
million, $4.8 million, and $2.7 million, respectively, in the fiscal year ended June 30, 2025 compared to the fiscal year ended
June 30, 2024. The increases in lease expenses were due to the additional operating leases acquired during the year. The increases in
freight expenses were due to the increase in UPS expenses. The increases in temporary labor expenses, warehouse expenses, and salary and
benefits were due to the expansion of the warehouse operations.

 Our overall gross profit margin decreased
from 10.8% for the fiscal year ended June 30, 2024 to -1.6% for the fiscal year ended June 30, 2025, primarily due to the increase
in lease expenses, temporary labor expenses for new warehouses, and UPS expenses. This decline is attributable to increases in the
rental expenses, freight expenses, salary and benefits, temporary labor expenses, and warehouse expenses of approximately 25.9%,
26.4%, 35.2%, 37.9%, and 66.4%, respectively, despite a relatively modest increase in warehousing services revenue of approximately
22.9%.

 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 fiscal years
ended June 30, 2025 and 2024:

 2025

 Year
 Ended
 2024

 US$

 US$

 Bank charges

 162,657

 99,850

 Amortization

 206,391

 313,283

 Office expenses

 3,221,531

 2,441,784

 Professional fees

 2,418,727

 447,955

 Rental expenses

 2,646,508

 427,014

 Repairs and maintenance

 1,251,729

 1,130,378

 Salary and benefits

 3,646,361

 4,312,408

 Sundries

 311,952

 255,739

 Tax and licenses

 186,144

 149,321

 Vehicle expenses

 187,194

 180,378

 Other expenses

 160,739

 114,988

 Credit loss expenses

 275,610

 94,694

 Total

 Our general and administrative expenses increased
by $4.7 million, from $10.0 million for the fiscal year ended June 30, 2024 to $14.7 million for the fiscal year ended
June 30, 2025, representing an increase of 47.2%. The increase was due to the following factors:

 1)
 Office expenses increased by $0.8 million, or 31.9%, mainly due to an increase in truck insurance and
general office expense associated with the rapid expansion of our business.

 2)
 Rental expenses increased by $2.2 million, or 519.8%, mainly due to additional warehouses rented in 2025
and a higher amount of lease expense was allocated to 2025.

 3)
 Professional fees increased by $2.0 million, or 439.9%, mainly due to the fees for the consulting services
of two investment financial advisors and audit fees.

 Income Tax

 Our California subsidiaries are subject to the current California state
corporate income tax at a rate of 8.84% and federal income tax at a flat rate of 21%.

 The following table sets forth a breakdown of our income tax expense:

 Year
 Ended
 2025

 Year
 Ended
 2024

 US$

 US$

 Current income tax (recovery) expense

 (26,954
)

 2,145,072

 Deferred income tax (recovery) expense

 (1,536,455
)

 Total income tax (recovery) expenses

 (1,563,409
)

 Our income tax expense decreased by $4.5 million
in the fiscal year ended June 30, 2025, mainly due to the decrease in profit before tax by $27.3 million in the fiscal year 2025,
compared to the fiscal year 2024.

 Net income

 As a result of the foregoing, our net loss for
the fiscal year ended June 30, 2025 was $15.3 million, compared with the net income of $7.4 million for the fiscal year ended
June 30, 2024, representing a decrease by $22.8 million.

 Liquidity and Capital Resources

 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 annual report, we have financed our operations primarily through cash generated by operating activities, equity financing,
debt financing from third parties and capital contributions from stockholders. As of June 30, 2025 and 2024, we had cash and cash equivalents
and restricted cash of $13.6 million and $10.0 million, respectively, which primarily consisted of cash deposited in banks.

 Our working capital requirements mainly consist of cost of service
and general and administrative expenses. We expect that our capital requirements will be met by cash generated from our financing activities.
On November 25, 2024, we entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. (the "Investor"),
pursuant to which we have the right to sell to the Investor up to $50.0 million (the "Commitment Amount") of our shares
of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. In
connection with the SEPA, and subject to the conditions set forth therein, the Investor agreed to advance to the Company pursuant to certain
convertible promissory notes (the "Convertible Notes") an aggregate principal amount of up to $21.0 million (the "Pre-Paid
Advance"), subject to a 10% original issue discount. We believe that our current cash and cash generated from our operating and
financing 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 Fiscal Years Ended
June 30, 2025 and 2024

 2025

 2024

 US$

 US$

 Net cash provided by operating activities

 1,460,845

 2,992,889

 Net cash used in investing activities

 (1,805,223
)

 (7,437,605
)

 Net cash provided by financing activities

 3,971,821

 7,837,001

 Net increase in cash and cash equivalents and restricted cash

 3,627,443

 3,392,285

 Cash and cash equivalents and restricted cash at beginning of year

 6,558,099

 Cash and cash equivalents and restricted cash at end of year

 13,577,827

 We had a balance of cash and cash equivalents
and restricted cash of $13.6 million as of June 30, 2025, compared with a balance of $10.0 million as of June 30, 2024. During
the fiscal years ended June 30, 2025 and 2024, we mainly derived our cash inflow from operating and financing activities.

 Operating Activities

 Net cash provided by operating activities was
$1.5 million for the fiscal year ended June 30, 2025, compared to net cash provided by operating activities of $3.0 million
for the fiscal year ended June 30, 2024, representing a $1.5 million decrease in the net cash inflow provided by operating activities.
The decrease was primarily due to the following:

 (i)
 We had net loss of $15.3 million for the fiscal year ended
June 30, 2025. For the fiscal year ended June 30, 2024, we had net income of $7.4 million, which led to a $22.8 million decrease
in net cash inflow from operating activities.

 (ii)
 Changes in accounts receivable and other receivables were $3.0 million
cash inflow for the fiscal year ended June 30, 2025. For the fiscal year ended June 30, 2024, changes in accounts receivable and other
receivables were $8.2 million cash outflow, which led to a $11.1 million decrease in net cash outflow from operating activities.

 (iii)
 Changes in accounts payable and accrued liabilities were $2.1 million
net cash inflow for the fiscal year ended June 30, 2025. For the fiscal year ended June 30, 2024, changes in accounts payable and accrued
liabilities were net cash outflow of $0.7 million, which led to a $2.8 million decrease in net cash outflow from operating activities.

 (iv)
 Changes in tax payable were $0.1 million net cash outflow
for the fiscal year ended June 30, 2025. For the fiscal year ended June 30, 2024, changes in tax payable were net cash outflow of $2.6 million,
which led to a $2.5 million decrease in net cash outflow from operating activities.

 (v)
 Changes in non-cash items provided $11.0 million net cash
inflow for the fiscal year ended June 30, 2025. For the fiscal year ended June 30, 2024, changes in non-cash items provided net cash
inflow of $8.0 million, which led to a $2.9 million increase in net cash inflow from operating activities.

 Investing Activities

 Net cash used in investing activities was
$1.8 million for the fiscal year ended June 30, 2025, primarily attributable to $2.9 million cash used for the purchase of
property and equipment, and net of $1.0 million cash used for loans extended to others, and $2.0 million proceeds received from loan
repayments.

 For the fiscal year ended June 30, 2024, net cash
used in investing activities was $7.4 million, primarily attributable to $5.2 million cash used for purchase of property and equipment
and $2.2 million used for loans extended to others.

 Financing Activities

 For the fiscal year ended June 30, 2025, we had net cash provided by
financing activities of $4.0 million, which was primarily attributable to the net effects of: (i) $8.1 million of net proceeds
convertible notes; (ii) $0.4 million of loans advanced to related parties; (iii) $3.4 million used for the repayment of
convertible notes and commitment fees payable; and (iv) $0.4 million used to repay finance lease liabilities.

 For the fiscal year ended June 30, 2024, we had
net cash provided by financing activities of $7.8 million, which was primarily attributable to the net effects of: (i) $7.5
million collected from our initial public offering; (ii) $0.5 million collected from related parties for the repayment of loans we
previously advanced to them; (iii) $1.0 million used for expenses relating to the initial public offering; (iv) $0.2 million
used to repay finance lease liabilities; and (v) $1.0 million in capital contributions from stockholders.

 Commitments and Contractual Obligations

 As of June 30, 2025, we had operating and finance
leases for office space, warehouse space, and forklifts. Lease terms expire at various dates through July 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 right-of-use
assets or lease liabilities, as there is no reasonable certainty, as of the date of this annual report, that these options will be exercised.

 As of June 30, 2025, aggregate annual lease obligations for each of the following fiscal years ending June 30 and thereafter were as follows:

 Operating

 Finance

 US$

 US$

 2026

 31,110,870

 432,301

 2027

 36,578,138

 312,731

 2028

 37,872,441

 77,669

 2029

 25,804,167

 67,226

 2030 and beyond

 39,734,608

 -

 Total minimum lease payment

 171,100,224

 889,927

 Less: imputed interest

 (42,879,765
)

 (105,908
)

 Total lease liabilities

 128,220,459

 784,019

 Less: current potion

 (29,280,907
)

 (386,327
)

 Non-current portion

 98,939,552

 397,692

 As of June 30, 2025, our significant contractual obligations also include
Convertible Notes arising from the SEPA entered into by the Company in November 2024 with a principal balance of $10.0 million. Pursuant
to the SEPA, the Company has the right to sell to the Investor up to the Commitment Amount of the Company's shares of common stock,
subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

 Unless converted into our shares of common stock
prior to their maturity, we are obligated to repay Convertible Notes in cash.

 The following table summarizes our future contractual
obligations related to the Convertible Notes as of June 30, 2025:

 US$

 Less than 1 year

 2,020,000

 1-3 years

 3,800,000

 Total

 5,820,000

 Other than the above leases and the Convertible
Notes, we did not have significant commitments, long-term obligations, or guarantees as of June 30, 2025.

 Off-balance Sheet Commitments and Arrangements

 Other than six standby letters of credit with
Eastwest Bank in the aggregate amount of $4,387,550, 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 June 30, 2025,
we still had unused credit of $4,387,550 with Eastwest Bank.

 Critical Accounting Policies and Estimates

 The preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United States of America ("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 annual 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.

 Property and equipment are recorded at cost, less
accumulated depreciation and impairment. The estimation of useful lives impacts the level of annual depreciation expenses recorded and
the estimation is a matter of judgment based on the experience of our Company and general industry practice with similar assets. The estimated
annual deprecation rates of our property and equipment are generally as follows:

 Category

 Depreciation method

 Depreciation rate

 Furniture and fixtures

 7 years

 Auto & trucks

 5 – 8 years

 Trailers & truck chassis

 5 – 17 years

 Machinery & equipment

 2 – 7 years

 Leasehold improvements

 Shorter of lease term or 15 years

 As of June 30, 2025 and 2024, the historical cost
of property and equipment was $17,532,767 and $14,773,842, respectively.

 We recorded depreciation expenses of $2,555,625
and $1,827,231 during the fiscal years ended June 30, 2025 and 2024, respectively. Specifically, $2,349,234 and $1,513,947 of the depreciation
expenses were recorded in cost of service for the fiscal years ended June 30, 2025 and 2024, respectively. $206,391 and $313,284 of the
depreciation expenses were recorded in general and administrative expenses for the fiscal years ended June 30, 2025 and 2024, respectively.

 While our significant accounting policies are
more fully described in Note 2 — Summary of Significant Accounting Policies" in the notes to our consolidated financial
statements, we believe that there were no critical accounting policies that affected the preparation of financial statements.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 As a smaller report company, we are not required to provide the information
required by this item.

 Item 8. Financial Statements and Supplementary Data.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 ARMLOGI HOLDING CORP. AND SUBSIDIRIES

 Page

 Index to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6413)

 Consolidated Balance Sheets as of June 30, 2025 and 2024

 Consolidated Statements of Operations and Comprehensive Income for the Years Ended June 30, 2025 and 2024

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended June 30, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and Board of Directors of

 Armlogi Holding Corp.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Armlogi Holding Corp. and its subsidiaries (the "Company") as of June 30, 2025 and 2024, and the related
consolidated statement of operations, comprehensive income, changes in shareholders' equity, and cash flows for each of the years
in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended
June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 /s/ ZH CPA, LLC

 We have served as the Company's auditor since 2022.

 Denver, Colorado

 September 25, 2025

 999 18 th
Street, Suite 3000, Denver, CO, 80202 USA Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us

 F- 2

 CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND 2024

(US$, except share data, or otherwise noted)

 2025

 2024

 US$

 US$

 Assets

 Current assets

 Cash and cash equivalents

 9,190,277

 7,888,711

 Accounts receivable and other receivables, net of (amortized cost of $ 22,802,369 and $ 25,872,226 and allowance for credit losses of $ 594,869 and $ 407,182 at June 30, 2025 and 2024, respectively)

 22,207,500

 25,465,044

 Other current assets

 998,925

 1,624,611

 Prepaid expenses

 1,375,646

 1,129,435

 Loan receivables

 3,893,563

 1,877,131

 Total current assets

 37,665,911

 37,984,932

 Non-current assets

 Restricted cash – non-current

 4,387,550

 2,061,673

 Long-term loan receivables

 —

 2,908,636

 Property and equipment, net

 11,259,820

 11,010,407

 Intangible assets, net

 54,627

 92,708

 Right-of-use assets – operating leases

 115,361,185

 111,955,448

 Right-of-use assets – finance leases

 745,547

 309,496

 Other non-current assets

 739,555

 711,556

 Total assets

 170,214,195

 167,034,856

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Liabilities:

 Current liabilities

 Accounts payable and accrued liabilities

 9,604,783

 7,502,339

 Contract liabilities

 939,097

 276,463

 Income taxes payable

 —

 57,589

 Due to related parties

 —

 350,209

 Accrued payroll liabilities

 283,150

 405,250

 Convertible notes

 5,292,749

 —

 Operating lease liabilities – current

 29,280,907

 24,216,446

 Finance lease liabilities – current

 386,327

 155,625

 Total current liabilities

 45,787,013

 32,963,921

 Non-current liabilities

 Operating lease liabilities – non-current

 98,939,552

 93,126,092

 Finance lease liabilities – non-current

 397,692

 169,683

 Deferred income tax liabilities

 —

 1,536,455

 Total liabilities

 145,124,257

 127,796,151

 Commitments and contingencies

 Stockholders' equity

 Common stock, US$ 0.00001 par value, 100,000,000 shares authorized, 42,250,934 and 41,634,000 issued and outstanding as of June 30, 2025 and June 30, 2024, respectively

 Additional paid-in capital

 16,668,858

 15,468,864

 Retained earnings

 8,420,658

 23,769,425

 Total stockholders' equity

 25,089,938

 39,238,705

 Total liabilities and stockholders' equity

 170,214,195

 167,034,856

 The accompanying notes form an integral part
of these audited consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

(US$, except share data, or otherwise noted)

 2025

 2024

 US$

 US$

 Revenue

 Costs of service

 193,408,827

 148,894,227

 Gross (loss) profit

 ( 3,000,569
)

 18,082,807

 Operating costs and expenses:

 General and administrative

 Total operating costs and expenses

 (Loss) Income from operations

 ( 17,676,112
)

 8,115,015

 Other (income) expenses:

 Other income, net

 ( 2,714,344
)

 ( 2,320,257
)

 Loss on debt extinguishment

 1,192,431

 —

 Loss on disposal of assets

 43,625

 —

 Finance costs

 714,352

 47,649

 Total other (income) expenses

 ( 763,936
)

 ( 2,272,608
)

 (Loss) Income before provision for income taxes

 ( 16,912,176
)

 10,387,623

 Current income tax (recovery) expense

 ( 26,954
)

 2,145,072

 Deferred income tax (recovery) expense

 ( 1,536,455
)

 Total income tax (recovery) expense

 ( 1,563,409
)

 Net (loss) income

)

 Total comprehensive (loss) income

)

 Basic & diluted net (loss) earnings per share

 ( 0.37
)

 0.19

 Weighted average number of shares of common stock-basic

 40,205,836

 Weighted average number of shares of common stock-diluted

 40,216,109

 The accompanying notes form an integral part
of these audited consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKOLDERS' EQUITY

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

(US$, except share data, or otherwise noted)

 Common
 Stock

 Amount

 Additional
 paid-in
 capital

 Retained
 earnings

 Total
 equity

 Balance as of June 30, 2023

 40,000,000

 8,985,007

 16,328,207

 25,313,614

 Net income

 —

 —

 —

 Contribution from stockholders

 —

 —

 1,269,022

 —

 1,269,022

 Issuance of common stock for cash, net of issuance costs

 1,634,000

 5,214,835

 —

 5,214,851

 Balance as of June 30, 2024

 41,634,000

 15,468,864

 23,769,425

 39,238,705

 Net loss

 —

 —

 —

)

)

 Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA)

 573,787

 949,995

 —

 950,000

 Issuance of common stock for commitment fee

 43,147

 249,999

 —

 250,000

 Balance as of June 30, 2025

 42,250,934

 16,668,858

 8,420,658

 25,089,938

 The accompanying notes form an integral part
of these audited consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

(US$, except share data, or otherwise noted)

 For The
 2025

 For The
 2024

 US$

 US$

 Cash Flows from Operating Activities:

 Net (loss) income

)

 Adjustments for items not affecting cash:

 Net loss from disposal of fixed assets

 43,625

 —

 Depreciation of property and equipment and right-of-use financial assets

 2,931,993

 1,996,720

 Amortization

 38,081

 35,317

 Non-cash operating leases expense

 7,536,058

 5,193,458

 Current estimated credit loss

 275,610

 94,694

 Loss on debt extinguishment

 1,192,431

 —

 Accretion of convertible note

 617,845

 —

 Deferred income taxes

 ( 1,536,455
)

 Interest income

 ( 144,501
)

 ( 109,427
)

 Changes in operating assets and liabilities

 Accounts receivable and other receivables

 2,981,935

 ( 8,157,462
)

 Other current assets

 625,686

 11,881

 Prepaid expenses

 ( 246,211
)

 ( 332,531
)

 Other non-current assets

 ( 28,000
)

 ( 711,556
)

 Accounts payable & accrued liabilities

 2,102,444

 ( 667,825
)

 Income tax payable

 ( 57,589
)

 ( 2,597,106
)

 Contract liabilities

 662,634

 ( 147,719
)

 Accrued payroll liabilities

 ( 122,100
)

 141,894

 Net changes in derecognized ROU and operating lease liability

 ( 63,874
)

 —

 Net cash provided from operating activities

 1,460,845

 2,992,889

 Cash Flows from Investing Activities:

 Purchase of property and equipment

 ( 2,889,928
)

 ( 5,208,522
)

 Proceeds from sale of property and equipment

 48,000

 —

 Loan disbursement amounts

 ( 1,000,000
)

 ( 4,750,000
)

 Proceeds from loan repayments

 2,036,705

 2,520,917

 Net cash used in investing activities

 ( 1,805,223
)

 ( 7,437,605
)

 Cash Flows from Financing Activities:

 Net proceeds received from related parties

 —

 1,000

 Proceeds (lend to) from related parties

 ( 350,209
)

 511,353

 Repayments of finance lease liabilities

 ( 360,443
)

 ( 163,936
)

 Repayment of commitment payable

 ( 150,000
)

 —

 Repayment of convertible notes

 ( 3,260,000
)

 —

 Deferred issuance costs for initial public offering

 —

 ( 951,617
)

 Proceeds from convertible notes

 8,092,473

 Proceeds from IPO and share issuance, net

 —

 7,471,180

 Capital contributions from stockholders

 —

 969,021

 Net cash provided by financing activities

 3,971,821

 7,837,001

 Net increase in cash and cash equivalents and restricted cash

 3,627,443

 3,392,285

 Cash and cash equivalents and restricted cash, beginning of year

 6,558,099

 Cash and cash equivalents and restricted cash, end of year

 13,577,827

 The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that total the same amounts shown in the Consolidated Statements of Cash Flows:

 Cash and cash equivalents

 9,190,277

 7,888,711

 Restricted cash – non-current

 4,387,550

 2,061,673

 Total cash and cash equivalents and restricted cash shown in the Consolidated Balance Sheet

 13,577,827

 Supplemental Disclosure of Cash Flows Information:

 Cash paid for income tax

 ( 122,248
)

 ( 4,742,178
)

 Cash paid for interest

 ( 96,507
)

 ( 47,649
)

 Non-Cash Transactions:

 Decrease in right-of-use assets due to remeasurement of lease terms

 1,148,456

 —

 Right-of-use assets acquired in exchange for operating lease liabilities

 27,857,474

 81,927,507

 Right-of-use assets acquired in exchange for finance lease liabilities

 819,155

 —

 Shares issued to settle commitment fee

 250,000

 —

 Shares issued pursuant to SEPA

 950,000

 —

 IPO expenses paid by stockholders

 —

 300,000

 The accompanying notes form an integral part
of these audited consolidated financial statements.

 F- 6

 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, Trucking, 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.

 Principal of consolidation

 The audited consolidated financial statements
include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries
have been eliminated upon consolidation.

 Principal activities

 Percentage of
 ownership

 Date of
 incorporation

 Place of
 incorporation

 Armlogi Holding Corp.

 Holding company

 —

 September 27, 2022

 Nevada, U.S.

 Armstrong Logistic Inc.

 Logistic services

 %

 April 16, 2020

 Armlogi Truck Dispatching LLC

 Truck dispatching services

 %

 February 26, 2021

 AndTech Trucking LLC

 Trucking services

 %

 May 7, 2021

 Armlogi Trucking LLC

 Trucking services

 %

 March 25, 2021

 AndTech Customs Broker LLC

 Customs house brokerage services

 %

 June 8, 2021

 Armlogi Group LLC

 Leasing services

 %

 October 19, 2021

 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. There were no significant
accounting estimates affecting the audited consolidated financial statements for the years ended June 30, 2025 and 2024.

 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 June 30, 2025 and 2024, substantially all of the Company's cash and restricted
cash were held in major financial institutions located in the U.S., which management considers to be of high credit quality.

 F- 7

 During the years ended June 30, 2025 and 2024,
the Company's five largest customers collectively accounted for approximately 55.1 % and 53.0 % of its total revenue, respectively.
During the year ended June 30, 2025, the Company's top five suppliers collectively accounted for 51.8 % (2024: 60 %) of its total
purchases. Two suppliers collectively accounted for approximately 45.5 % and one supplier accounted for approximately 50 % of the total
purchases during the years ended June 30, 2025 and 2024, and no other suppliers individually accounted for more than 10% of the total
purchases over the same period.

 As of June 30, 2025 and 2024, the largest three
accounts receivable balances from customers accounted for 66 % and 58 % of the total balance of accounts receivable, respectively.

 Accounts receivable and other receivables

 The Company's receivables are recorded when
billed and represent amounts owed by third-party customers. The carrying value of the Company's receivables, net of the expected
credit loss, represents their estimated net realizable value. The Company evaluates the expected credit loss of accounts receivable and
other receivables on a loss rate method based on historical information adjusted for current conditions and future estimated economic
performance. The Company's credit term generally ranged to 3-30 days. If there is an approval from the board of the Company,
the credit term can extend to 180 days.

 Loan receivables

 Loan receivables are carried at amortized cost,
net of an allowance for credit losses, in accordance with ASC 326, Financial Instruments – Credit Losses (CECL).

 Management estimates expected credit losses over
the contractual term of the loans, adjusted for expected prepayments, using relevant available information. This includes:

 Historical
 loss experience for similar loan portfolios;

 Current
 conditions, such as borrower financial performance and collateral values; and

 Reasonable
 and supportable forecasts about future economic conditions (e.g., industry trends, customer
 sector risks, interest rates, and market trends).

 The estimate of expected credit losses is measured
on a collective (pool) basis when loans share similar risk characteristics (e.g., credit rating, or collateral). Loans that do not share
risk characteristics with others are evaluated individually.

 Property and equipment

 Property and equipment are recorded at cost, less
accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration
of expected useful lives and estimated residual values. The estimated annual deprecation rates of these assets are generally as follows:

 Category

 Depreciation method

 Depreciation rate

 Furniture and fixtures

 7 years

 Auto & trucks

 5 – 8 years

 Trailers & truck chassis

 5 – 17 years

 Machinery & equipment

 2 – 7 years

 Leasehold improvements

 Shorter of lease term or 15 years

 Expenditures for maintenance and repairs are expensed
as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amounts of the relevant assets
and are recognized in the consolidated statements of operations and comprehensive income.

 Long-Lived Assets

 Long-lived assets, such as property and equipment,
and definite-lived intangible assets, 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 years ended June 30, 2025 and 2024.

 Intangible assets consist of software and security
systems, which are amortized using the straight-line method over five to seven years.

 F- 8

 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
over the transit period 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 one year or less.

 The Company also provides warehousing services
for its customers. These warehousing service contracts include two performance obligations: i) inventory management and order fulfilment
and ii) storage services. The Company's performance obligation for inventory management and order fulfilment is satisfied at a point
in time as services are generally priced based on the number of items processed and handled. The benefits are consumed by the customers
at the point in time when such specific services are performed by the Company. Performance of such services generally takes less than
one day to process. The performance obligation for storage services is satisfied over time as the storage service is based on a term
period and the customers simultaneously receive and consume the services provided by the Company as they are performed. The transaction
price for the warehousing services is based on the consideration specified in the contract with the customer and contains fixed and variable
consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred
to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration
component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost
plus a mark-up for hours of services provided and materials used and is recognized based on the level of activity volume.

 Other services include primarily customs house
brokerage services sold on a stand-alone basis as a single performance obligation. The Company recognizes revenue from this performance
obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs
agent on behalf of the customers are excluded from revenue.

 ASC 606, Revenue from Contracts with Customers,
provides for a five-step model for recognizing revenue from contracts with customers. These five steps include:

 (i)
 Step 1: Identify the contract with the customer

 (ii)
 Step 2: Identify the performance obligations in the contract

 (iii)
 Step 3: Determine the transaction price

 (iv)
 Step 4: Allocate the transaction price to the performance obligations
in the contract

 (v)
 Step 5: Recognize revenue when the Company satisfies a performance
obligation

 Under ASC 606, revenue is recognized when the
customer obtains control of a good or service. The Company uses independent contractors and third-party carriers in the performance of
its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation
is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as
the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified
services, managing all aspects of the shipment process, and assuming the risk of loss for delivery and collection. Such transportation
services revenue is presented on a gross basis in the consolidated statements of operations and comprehensive income.

 F- 9

 A summary of the Company's revenue disaggregated
by major service lines is as follows:

 2025

 2024

 US$

 US$

 Transportation services

 127,013,393

 115,323,654

 Warehousing services

 63,285,107

 51,502,358

 Other services

 109,758

 151,022

 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 years ended June 30, 2025
and 2024, the amounts transferred from contract liabilities at the beginning of the fiscal year to revenue were $ 247,824 and $ 424,182,
respectively.

 Practical Expedients

 The Company has elected to not disclose the aggregate
amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as the Company's
contracts with its transportation customers have an expected duration of one year or less.

 For the performance obligation to transfer warehousing
services in contracts with customers, revenue is recognized in the amount for which the Company has the right to invoice the customer,
as this amount corresponds directly with the value provided to the customer for the Company's performance completed to date.

 The Company also applies the practical expedient
that permits the recognition of employee sales commissions related to transportation services as an expense when incurred, since the amortization
period of such costs is less than one year. These costs are included in the consolidated statements of operations and comprehensive income.

 Leases

 The Company determines if an arrangement is a
lease at inception. Leases are classified as either operating leases or finance leases pursuant to ASC 842.

 i)
 Operating leases

 Operating leases are recognized as right-of-use
("ROU") assets in non-current assets and lease liabilities in current and non-current liabilities in the consolidated balance
sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less, the Company
recognizes those lease payments on a straight-line basis over the lease term.

 ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As
most of the Company's leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information
available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily
determinable. Lease expenses for lease payments are recognized on a straight-line basis over the lease term and are included in general
and administrative expenses, cost of service 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 consolidated balance sheets.

 F- 10

 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.

 Annually, the Company performs an impairment analysis
on ROU assets, and as of June 30, 2025, there was no material impairment to ROU assets.

 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 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.

 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 June 30, 2025 and 2024.

 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.

 F- 11

 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 years ended June 30, 2025 and 2024 were conducted in the U.S. Therefore, revenue for the years ended June 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 June 30, 2025 and 2024, all of the Company's long-lived assets were
in the U.S.

 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, other
non-current assets, accounts payable and accrued liabilities, income tax payable, due to related parties, convertible notes, and lease
liabilities. The carrying amounts of cash and cash equivalents and restricted cash, accounts receivable and other receivables, loan receivables,
long-term loan receivables, other current assets, other non-current assets, accounts payable and accrued liabilities and income tax payable,
due to related parties, convertible notes, 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 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 June 30, 2025 and 2024.

 F- 12

 Costs of service

 Cost of service 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 equipment and furniture depreciation expenses, office expenses, professional fees, office space rental expenses, repairs
and maintenance, salary and benefits, sundry costs, vehicle expenses, tax and licenses, credit loss expenses, and other expenses.

 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 chief operating
decision–making group (the "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 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.

 3. Accounts Receivable and Other Receivables,
Net

 Accounts receivable and other receivables, net
consisted of the following:

 2025

 2024

 US$

 US$

 Accounts receivable – third parties

 22,713,346

 24,239,599

 Accounts receivable – related parties

 1,067,729

 Other receivables – third parties*

 88,111

 65,835

 Other receivables – related parties*

 -

 499,063

 Gross total

 22,802,369

 25,872,226

 Less: allowance for credit loss

 ( 594,869
)

 ( 407,182
)

 Total

 22,207,500

 25,465,044

 *
 The balance is comprised primarily of accounts receivable associated
with service arrangements that are not within the scope of ASC 606.

 The movement of allowance for credit loss for the years ended
June 30, 2025 and 2024:

 2025

 2024

 US$

 US$

 Balance as of beginning

 407,182

 666,531

 Additional provision

 275,610

 94,694

 Write-off

 ( 87,923
)

 ( 354,043
)

 Ending balance

 594,869

 407,182

 F- 13

 4. Property and Equipment, Net

 Property and equipment, net consisted of the following:

 2025

 2024

 US$

 US$

 Furniture and fixtures

 10,414,191

 9,845,383

 Auto & Truck

 2,624,905

 2,080,830

 Trailers & track chassis

 2,215,011

 1,161,811

 Machinery & equipment

 2,139,119

 1,611,720

 Leasehold improvement

 139,541

 74,098

 Total

 17,532,767

 14,773,842

 Less: Accumulated depreciation

 ( 6,272,947
)

 ( 3,763,435
)

 Property and equipment, net

 11,259,820

 11,010,407

 Depreciation expenses are recorded in cost of
service and general and administrative expenses. The Company recorded depreciation expenses of US$ 2,555,625 and US$ 1,827,231 during the years
ended June 30, 2025 and 2024, respectively. Specifically, US$ 2,349,234 and US$ 1,513,947 of the depreciation expenses were recorded in
cost of service for the years ended June 30, 2025 and 2024, respectively. US$ 206,391 and US$ 313,284 of the depreciation expenses
was recorded in general and administrative expenses for the years ended June 30, 2025 and 2024, respectively.

 5. Intangible Assets, Net

 Intangible assets, net consisted of the following:

 2025

 2024

 US$

 US$

 Security Systems

 85,758

 85,758

 Software

 100,021

 100,021

 Total

 185,779

 185,779

 Less: Accumulated depreciation

 ( 131,152
)

 ( 93,071
)

 Intangible, net

 54,627

 92,708

 The Company recorded amortization of US$ 38,081
and US$ 35,319, which were included in cost of service, for the years ended June 30, 2025 and 2024, respectively.

 F- 14

 6. Loan Receivables

 During the years ended June 30, 2025 and 2024,
the Company's loan receivables consisted of the following:

 i)
 On July 10, 2023, the Company entered into a loan agreement
with Pundarika LLC for a principal of US$ 1,000,000. The loan matured on August 31, 2024 and bore an interest rate of 3.2 % annually.
The loan was fully paid on August 30, 2024.

 ii)
 On January 24, 2024, the Company entered into a loan agreement with Athena Home Inc. for a principal of US$ 600,000. The loan originally matured on January 24, 2025 and bore an interest rate of 3.2 % annually. The maturity date of the loan was extended to July 24, 2025 on April 18, 2025, and was further extended to January 24, 2026 on July 18, 2025. The Company expects the loan to be repaid upon maturity.

 iii)
 On May 21, 2024, the Company entered into a loan agreement with MYJW
LLC. for a principal of US$ 400,000. The loan matures on December 31, 2025 and bears an interest rate of 3.2 % annually. The Company expects
the loan to be repaid upon maturity.

 iv)
 On May 28, 2024, the Company entered into a loan agreement with Pundarika
LLC. for a principal of US$ 1.5 million. As security for loan repayment, Pundarika LLC pledged its inventory currently held in the Company's
warehouse as collateral. The value of the collateralized inventory is equivalent to the outstanding loan amount, ensuring a 1:1 collateral
coverage ratio. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to
be repaid upon maturity. A partial payment of US$ 1 million was repaid by Pundarika LLC on November 14, 2024.

 v)
 On June 6, 2024, the Company entered into a loan agreement with Pundarika
LLC. for a principal of US$ 1.0 million. As security for loan repayment, Pundarika LLC pledged its inventory currently held in the Company's
warehouse as collateral. The value of the collateralized inventory is equivalent to the outstanding loan amount, ensuring a 1:1 collateral
coverage ratio. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to
be repaid upon maturity.

 vi)
 On June 13, 2024, the Company entered into a loan agreement with Bacalar
Enterprise Freight Inc. for a principal of US$ 250,000. The loan originally matured on June 13, 2025 and bears interest at a rate of 3.2 %
annually. The maturity date of the loan was extended to December 13, 2025 on June 10, 2025. The Company expects the loan to be repaid
upon maturity.

 vii)
 On August 29, 2024, the Company entered into a loan agreement with
Pundarika LLC. for a principal of US$ 1.0 million. As security for loan repayment, Pundarika LLC has pledged its inventory currently held
in the Company's warehouse as collateral. The value of the collateralized inventory is equivalent to the outstanding loan amount,
ensuring a 1:1 collateral coverage ratio. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company
expects the loan to be repaid upon maturity.

 As of June 30, 2025, the Company recorded a loan
receivable balance of US$ 3,893,563 and long-term loan receivable of US$ Nil, including accrued interest income of US$ 143,563.

 As of June 30, 2024, the Company recorded a loan
receivable balance of US$ 1,877,131 and long-term loan receivable of US$ 2,908,636, including accrued interest income of US$ 35,767.

 7. Leases

 As of June 30, 2025, the Company had operating
and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates through July 2025 to 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 report,
that these options will be exercised. The Company had certain sublease contracts and recognized US$ 1,253,104 and US$ 2,850,368 lease income
during the years ended June 30, 2025 and 2024, respectively.

 During the year ended June 30, 2025, the Company recognized additional
operating lease liabilities of US$ 27,857,474, as the result of entering into three new operating lease agreements. The ROU assets were
recognized at the discount rate of 10.25 %, resulting in US$ 27,857,474 on the commencement dates. For the year ended June 30, 2025 and
2024, the Company terminated certain operating lease agreements prior to the original expiration dates. As a result, the ROU assets were
derecognized of US$ 1,861,834 and US$ 2,619,484, respectively.

 F- 15

 7. Leases (cont.)

 The components of lease expenses were as follows:

 2025

 2024

 US$

 US$

 Operating:

 Operating lease expenses

 34,402,300

 27,056,232

 Financing:

 Accretion

 96,507

 47,649

 Amortization – included in cost of service

 376,368

 169,488

 Total

 472,875

 217,137

 Cash paid for amounts included in the measurement of liabilities:

 Operating cash flows used in operating leases

 26,866,242

 21,813,313

 Operating cash flows used in finance leases

 96,507

 47,649

 Financing cash flows used in finance leases

 360,443

 163,936

 Right-of-use assets obtained in exchange for lease liabilities:

 Operating leases

 27,857,474

 81,927,507

 Finance leases

 819,155

 -

 The Company recorded operating lease expenses of US$ 34,402,300 and
US$ 27,056,232 during the years ended June 30, 2025 and 2024, respectively. Specifically, US$ 31,677,864 and US$ 24,710,718 of
the operating lease expenses were recorded in cost of service for the years ended June 30, 2025 and 2024, respectively. US$ 2,327,782 and
US$ 351,201 of the operating lease expenses were recorded in general and administrative expenses for the years ended June 30, 2025
and 2024, respectively. US$ 396,654 and US$ 1,994,313 of the operating lease expenses were recorded in other expenses for the
years ended June 30, 2025 and 2024, respectively.

 As of June 30, 2025, aggregate annual lease obligations
for each of the following fiscal years ending June 30 and thereafter were as follows:

 Operating

 Finance

 US$

 US$

 2026

 31,110,870

 432,301

 2027

 36,578,138

 312,731

 2028

 37,872,441

 77,669

 2029

 25,804,167

 67,226

 2030 and beyond

 39,734,608

 -

 Total minimum lease payment

 171,100,224

 889,927

 Less: imputed interest

 ( 42,879,765
)

 ( 105,908
)

 Total lease liabilities

 128,220,459

 784,019

 Less: current potion

 ( 29,280,907
)

 ( 386,327
)

 Non-current portion

 98,939,552

 397,692

 Weighted average remaining lease term:

 Operating leases

 5.17 years

 Finance leases

 2.39 years

 Weighted average discount rate:

 Operating leases

 10.32
 %

 Finance leases

 11.25
 %

 During the year ended June 30, 2025, US$ 60,000 (2024: US$ 1,377,312)
lease expense was recognized in cost of service under short-term leases.

 F- 16

 8. Accounts Payable and Accrued Liabilities

 Accounts payable and accrued liabilities consisted
of the following:

 2025

 2024

 US$

 US$

 Accounts payable

 9,005,727

 6,003,542

 Credit card Payable

 485,909

 1,446,549

 Other liabilities

 113,147

 52,248

 Total

 9,604,783

 7,502,339

 Other liabilities as of 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
has the right to sell to the Investor up to $ 50.0 million (the "Commitment Amount") of shares of the Company's common
stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. In connection
with the SEPA, and subject to the conditions set forth therein, the Investor agreed to advance to the Company pursuant to certain convertible
promissory notes (the "Convertible Notes") an aggregate principal amount of up to $ 21.0 million (the "Pre-Paid Advance"),
subject to a 10 % original issue discount, to be disbursed to the Company in three tranches:

 The first Pre-Paid Advance was disbursed on November 25, 2024 (Promissory Note 1), in the amount of $ 5.0 million and the Company received $ 4.5 million in cash, net of the 10 % original issue discount.

 The second Pre-Paid Advance was disbursed on December 17, 2024 (Promissory Note 2), in the amount of $ 5.0 million and the Company received $ 4.5 million in cash, net of the 10 % original issue discount.

 The third Pre-Paid Advance, originally expected to be advanced in the principal amount of $ 11.0 million on the second trading day after the initial Registration Statement (as defined in the SEPA) first became effective, is no longer expected to be disbursed, since the initial Registration Statement did not become effective within 75 calendar days of the date of the registration rights agreement entered into between the Company and the Investor in connection with the SEPA, which was a condition precedent to such advance.

 According to the SEPA, the Company, at its sole
discretion, has the right, but not the obligation, to issue and sell to the Investor, and the Investor will 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 there is a balance outstanding under a Convertible Note.

 The Company agreed to pay a commitment fee of
$ 500,000, representing 1 % of the Commitment Amount (the "Commitment Fee"). The Commitment Fee was to be satisfied as follows:
(a) Initial Payment: One-half of the Commitment Fee, amounting to $ 250,000, was paid on December 13, 2024, through the issuance of 43,147
shares of common stock to the Investor. The number of shares of common stock was determined by dividing one-half of the Commitment Fee
by the average of the daily volume-weighted average price ("VWAP") of the Company's common shares during the three trading
days immediately preceding November 25, 2024. The remaining one-half of the Commitment Fee, amounting to $ 250,000 (the "Deferred
Fee") was initially expected to be paid on the three-month anniversary of the date of the SEPA, either in cash or, at the Company's
election, by way of a Pre-paid Advance. Pursuant to a modification agreement (the "Modification Agreement") entered into by
and between the Company and the Investor, the Company agreed to pay to the Investor a reduced amount of $ 150,000 in cash on March 24,
2025, and the Investor agreed to accept such reduced amount in full satisfaction of the Deferred Fee.

 Unless earlier terminated as provided thereunder,
the SEPA shall terminate automatically on the earliest of (i) November 25, 2026, provided that if any Convertible Notes are then outstanding,
such termination shall be delayed until such date that all Convertible Notes that were outstanding have been repaid, or (ii) the date
on which the Investor has made payment of Pre-paid Advances pursuant to SEPA for shares of common stock equal to $ 50,000,000.

 Advance Notice

 If the Company requests a purchase of shares of
common stock from the Investor by the delivery of an Advance Notice to the Investor, the purchase price therefor shall be the price per
share of common stock obtained by multiplying the market price by (i) 95 % in respect of an Advance Notice within an Option 1 Pricing
Period (as defined below) or (ii) 97 % in respect of an Advance Notice with an Option 2 Pricing Period (as defined below).

 F- 17

 9. Convertible Notes (cont.)

 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 (which may be by e-mail) of acceptance
of such Advance Notice by the Investor (or the open of regular trading hours, if later), and which confirmation shall specify 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 maybe agreed
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 requests 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, will
be the lower of (i) $ 7.5937 per share of common stock, or (ii) 94 % of the lowest daily VWAP during the 5 consecutive trading
days immediately preceding the conversion date or other date of determination (the "Variable Price"), which Variable Price
shall not be lower than the floor price ($ 1.1880) (the "Floor Price") then in effect.

 In March 2025, the Company issued 434,879 shares of common
stock, par value of US$ 0.00001 per share, at a price of US$ 1.72 per share, for an aggregate amount of US$ 750,000, representing
the conversion of the SEPA loan for Investor Notices pursuant to the SEPA.

 In May 2025, the Company issued 138,908 shares
of common stock, par value of US$ 0.00001 per share, at a price of US$ 1.4398 per share, for an aggregate amount of US$ 200,000, representing
the conversion of the SEPA loan for Investor Notices pursuant to the SEPA.

 Repayments of Convertible Notes

 Interest accrues on the outstanding principal
balance of the Convertible Notes at an annual rate equal to 0 % ("Interest Rate"), which Interest Rate shall increase
to an annual rate of 18 % upon the occurrence of an event of default (for so long as such event remains uncured).

 If, any time after the issuance date of a Convertible
Note, and from time to time thereafter, an Amortization Event (as defined below) has occurred, then the Company shall make monthly payments
beginning on the 7th trading day after the Amortization Event Date and continuing on the same day of each successive calendar month until
the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $ 5,000,000 of
the principal in the aggregate (or the outstanding principal if less than such amount) (the "Amortization Principal Amount"),
plus (ii) 10 % of the Amortization Principal Amount, and (iii) the accrued and unpaid interest under the Convertible Note as of each
payment date.

 An "Amortization Event" means (i)
the daily VWAP is less than the floor price then in effect for five trading days during a period of seven consecutive trading days, (ii)
the Company has issued to the Investor, pursuant to the transactions contemplated in a Convertible Note, the other notes and the SEPA,
in excess of 99 % of the common stock available under the exchange cap of 8,322,636 shares of common stock, which represent 19.99 %
of the aggregate number of shares common stock issued and outstanding as of the effective date of the SEPA, or (iii) any time after the
effectiveness deadline of February 8, 2025, the Investor is unable to utilize a registration statement to resell underlying common stock
for a period of ten (10) consecutive trading days (the last day of each such occurrence, an "Amortization Event Date").

 The Convertible Notes are accounted for as a single
liability measured at amortized costs. The original issue discount and all the transaction costs related to issuance of the Convertible
Notes are capitalized to the carrying amount of the Convertible Notes and presented as a direct deduction from the debt liability. The
discount and transaction costs are amortized into expenses based on the effective interest rate method. The effective interest rate related
to the Convertible Notes is 13.99 %.

 First Modification

 Pursuant to the Modification Agreement signed
with the Investor on March 21, 2025 (the "First Modification"), the Company confirms, acknowledges, and agrees that an event
described in Section 1(c) of the Promissory Notes has 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 Promissory Notes, requiring the Company to make monthly cash payments in accordance with Section
1(c) of the Promissory Notes. In connection with this obligation, the Company agreed to make cash payments on specified dates and in minimum
amounts.

 F- 18

 9. Convertible notes (cont.)

 The payment schedule began with an initial payment
of $ 850,000 due on March 24, 2025, followed by eight weekly minimum payments of $ 200,000 each, commencing the week of March 31, 2025,
and continuing through the week of May 19, 2025. In total, the Company was obligated to make minimum payments of $ 2,450,000 under this
schedule.

 The Company has 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 Promissory 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 Promissory Notes, (B) shall not submit any Conversion Notices or Investor Notices unless the stock is trading at a price per share
that is greater than $ 1.80 at the time any such notice is delivered, and (C) waive the application of the Payment Premium in respect of
Company payments made in accordance with Section 2 above; in each case provided that (i) the Company strictly complies with the terms
of this Agreement and (ii) there is no occurrence or existence of any Event of Default or any breach of any term of any of the Financing
Documents.

 Since the change of the modified debt instrument
is not substantially different from those of the old debt, the First Modification is accounted for as a modification.

 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 this Agreement shall be applied first to Promissory
Note 2, then to Promissory Note 1, unless otherwise agreed by the parties.

 Date

 Minimum

Payment

(Principal +

Premium)

 June 6, 2025

 $
 1,010,000

 July 16, 2025

 $
 1,010,000

 August 15, 2025

 $
 1,010,000

 As of June 30, 2025, the Company had paid the
minimum payment of $ 1,010,000.

 The present value of the cash flows under the
new debt instrument, when discounted at the effective interest rate of the original instrument, exceeds 10 % of the present value of the
remaining cash flows under the original instrument. As the terms of the modified debt instrument are substantially different from those
of the original debt, the Second Modification is accounted for as an extinguishment.

 As a result, the Company recognized a loss on
debt extinguishment of $ 1,192,431. The effective interest rate applicable to the new debt is 10.25 %.

 F- 19

 10. Other Income (Expenses)

 Other income and expenses consisted of the following:

 2025

 2024

 US$

 US$

 Rental income

 1,253,104

 2,850,368

 Rental expense

 ( 408,098
)

 ( 2,049,159
)

 Interest income

 381,033

 164,817

 Credit card rebate income

 803,856

 1,246,575

 Other income

 684,449

 107,656

 Total

 2,714,344

 2,320,257

 11. Income Taxes

 Under the current California state and U.S. federal
income tax, the Company's California subsidiaries are subject to the California state corporate income tax at a rate of 8.84 % and
federal income tax at a flat rate of 21 %.

 The Company's provision for income taxes/(recovery)
consisted of the following:

 2025

 2024

 US$

 US$

 Current

 ( 26,954
)

 2,145,072

 Deferred

 ( 1,536,455
)

 Total income tax expenses (recovery)

 ( 1,563,409
)

 The following table reconciles income taxes based
on the U.S. statutory tax rate to the Company's income tax expense:

 2025

 2024

 US$

 US$

 Statutory tax rate

 29.84
 %

 29.84
 %

 (Loss) Income for the year before income taxes

 ( 16,912,176
)

 10,387,623

 Expected income tax expense

 ( 5,046,594
)

 3,099,667

 Permanent differences – deductible state tax expense in computation of federal tax

 -

 ( 153,262
)

 Change in valuation allowance

 3,510,139

 -

 Prior year true-up

 ( 26,954
)

 -

 Total income taxes

 ( 1,563,409
)

 Significant components of deferred income tax
assets and liabilities were as follows:

 2025

 2024

 US$

 US$

 Deferred income tax assets (liabilities)

 Net operating loss carrying forward

 5,040,024

 -

 Allowance for credit loss

 177,509

 121,503

 Valuation allowance

 ( 3,510,139
)

 -

 Property, plant and equipment

 ( 1,707,394
)

 ( 1,657,958
)

 Total deferred income tax assets (liabilities)

 -

 ( 1,536,455
)

 As at June 30, 2025, the Company had federal
and state net operating loss carryforwards of US$ 16.82 million and US$ 17.05 million, respectively, which may be carried forward indefinitely.

 F- 20

 12. Stockholders' Equity

 The Company is authorized to issue 100,000,000
shares of common stock, par value US$ 0.00001 per share, with 42,250,934 and 41,634,000 shares were issued and outstanding as of June 30,
2025 and 2024, respectively.

 On May 15, 2024, the Company issued to EF Hutton LLC (now known
as D. Boral Capital LLC; hereinafter, the "Representative"), as representative of the several underwriters with
respect to the Company's initial public offering (the "IPO"), and its affiliates, certain warrants, exercisable during
the five-year period from the commencement of sales of the shares of common stock offered in the IPO, entitling the Representative to
purchase an aggregate of up to 81,700 shares of common stock at a per share price equal to 125.0 % of the public offering
price per share in the IPO, or US$ 6.25 (the "Representative's Warrants"). The fair value of US$ 268,430 of
the Representative's Warrants, using the Black Scholes Model with the following weighted-average assumptions: market value of underlying
share of US$ 4.62, risk free rate of 4.46 %, expected term of five years; exercise price of the warrants of US$ 6.25, volatility
of 100 %; and expected future dividends of nil, was recorded in the Additional Paid-in Capital.

 On December 13, 2024, the Company issued 43,147
shares of common stock, par value of US$ 0.00001 per share, for a price of US$ 5.79 per share, for an aggregate amount of US$ 250,000 as
 50 % of the commitment fee to an investor.

 In March 2025, the Company issued 434,879 shares of common stock, par
value of US$ 0.00001 per share, at a price of US$ 1.72 per share, for an aggregate amount of US$ 750,000, for Investor Notices pursuant to
the SEPA.

 In May 2025, the Company issued 138,908 shares
of common stock, par value of US$ 0.00001 per share, at a price of US$ 1.44 per share, for an aggregate amount of US$ 200,000, for Investor
Notices pursuant to the SEPA.

 13. Earnings per Share

 Basic and diluted net earnings per share for the
year ended June 30, 2025 and 2024 were as follows:

 2025

 2024

 US$

 US$

 Numerator:

 Net (loss) income attributable to stockholders – basic and diluted

)

 Denominator:

 Weighted average number of shares of common stock outstanding – basic

 40,205,836

 (Loss) Earnings per share attributable to stockholders – basic

 ( 0.37
)

 0.19

 Denominator:

 Weighted average number of shares of common stock outstanding – diluted

 40,216,109

 (Loss) Earnings per share attributable to stockholders – diluted

 ( 0.37
)

 0.19

 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 year ended June 30, 2025, the computation
of diluted loss per share does not assume the impacts from the exercise of the Company's outstanding unexercised warrants and the
convertible debt, due to its loss position for the year ended June 30, 2025.

 F- 21

 14. Commitments and Contingencies

 Other commitments

 Other than the standby letters of credit with
Eastwest Bank in the aggregate amount of US$ 4,387,550 (see Note 2) and the operating and finance leases (see Note 7), the Company did
not have other significant commitments, long-term obligations, or guarantees as of June 30, 2025 and 2024.

 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 June 30, 2025 and 2024, the Company was not a party to
any material legal or administrative proceedings.

 15. Related Party Transactions and Balances

 Related Parties

 Name of related parties

 Relationship with the Company

 Jacky Chen

 Former CEO of the Company's significant operating subsidiary, Armstrong Logistic Inc. (from January 1, 2021 to December 31, 2021)

 Aidy Chou

 Founder, CEO, and substantial stockholder

 Tong Wu

 Founder, Secretary, Treasurer, director, and substantial stockholder

 DNA Motor Inc.

 A company wholly-owned by Jacky Chen

 Junchu Inc.

 A company wholly-owned by Tong Wu

 Related Party transactions

 The Company had the following related party transactions:

 (i)
 During the year ended June 30, 2025, the Company repaid an
aggregate of US$ 350,209 to the Company's related parties, Jacky Chen and Tong Wu. During the year ended June 30, 2024, the Company's
related party, Jacky Chen, advanced US$ 1,000 to support the Company's working capital needs.

 (ii)
 DNA Motor Inc., the landlord of five of the Company's
operating leases, is owned by Jacky Chen. During the year ended June 30, 2025, for these operating leases, US$ 302,855 (2024: US$ 396,213)
of lease expense was recorded in general and administrative expenses, US$ 8,995,340 (2024: US$ 11,576,570) was recorded in cost of service,
and US$ 396,654 (2024: US$ 1,244,809) was recorded in other expenses. The aggregate lease liability associated with these operating leases
as of June 30, 2025 was US$ 24,092,384 (2024: US$ 32,853,612).

 (iii)
 During the year ended June 30, 2025, the Company generated revenue
of US$ 118,285 (2024: US$ 520,805) for providing logistic services to DNA Motor Inc. During the year ended June 30, 2025, the Company paid
expenses in the total amount of US$ 680,961 (2024: US$ 2,549,849) on behalf of DNA Motor Inc.

 (iv)
 During the year ended June 30, 2025, the Company incurred
operating expenses of US$ 3,541,534 for outside services, warehouse supplies, freight expenses and operating expenses provided by DNA
Motor Inc. During the year ended June 30, 2024, the Company incurred operating expenses of US$ 840,135 and general and administrative
expenses of US$ 613 for outside services, warehouse supplies, freight expenses and operating expenses provided by DNA Motor Inc.

 (v)
 During the year ended June 30, 2025, the Company generated revenue
of US$ 893,148 (2024: US$ 2,251,040) for providing warehousing services to DNA Motor Inc.

 (vi)
 During the year ended June 30, 2025, the Company purchased
plant and equipment from DNA Motor Inc. of US$ 8,000 (2024: US$ nil).

 (vii)
 On January 22, 2024, the Company entered into a loan agreement
with Tony Wu for a principal of US$ 700,000. The loan matured on January 24, 2025 and bore interest at a rate of 3.2 % annually. On March
6, 2024, the loan was repaid with the principal and interest expense of US$ 2,700.

 F- 22

 15. Related Party Transactions and Balances

 Due to related party balance

 The Company's balances due to related parties
as of June 30, 2025 and 2024 were as follows:

 2025

 2024

 US$

 US$

 Tong Wu

 -

 181,971

 Jacky Chen

 -

 168,238

 Total

 -

 350,209

 The due to related party balances as of June 30,
2024 were unsecured, interest-free, and are due on demand.

 16. Subsequent Events

 The Company has evaluated the impact of events
that have occurred subsequent to June 30, 2025, through the date the 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 consolidated financial statements other than the one below:

 On
March 6, 2025, the Company entered into a non-binding Letter of Intent to acquire 100 % of the issued and outstanding capital stock of
Leopard Transnational Inc., a California-based logistics provider with approximately 360,000 square feet of U.S. warehouse space. The
proposed consideration includes common stock and potential earn-out payments. The transaction remains subject to due diligence, negotiation
of a definitive agreement, and necessary approvals, and had not been completed as of the date the financial statements were available
to be issued.

 F- 23

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), that
are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls
and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

 In accordance with Rules 13a-15(b) and 15d-15(b)
of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025 and determined that the disclosure
controls and procedures were not effective at a reasonable assurance level as of that date.

 Internal Control Over Financial Reporting

 Management's annual report on internal
control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over our
financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

 Our management, with the participation of our
Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has assessed the effectiveness
of our internal control over financial reporting as of June 30, 2025. In making this assessment, management used the criteria set forth
in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

 Based on the assessment using those criteria,
management concluded that, as of June 30, 2025, our internal control over financial reporting was not effective due to a material control
weakness related to inadequate formalization and documentation of internal control policies and procedures over key financial reporting
processes.

 We have formulated plans to address the above
weakness by:

 -
 engaging a qualified third-party
internal audit firm to assist in designing, documenting, and testing our ICFR framework in accordance with SOX requirements;

 -
 implementing company-wide control
policies and standardized procedures for transaction approvals, account reconciliations, and financial reporting cycles; and

 -
 designating internal personnel
to coordinate control execution, while ensuring proper oversight from our financial and management team.

 We will implement the above initiatives will as
soon as practicable to address the identified weaknesses.

 Attestation report of the registered public
accounting firm. This annual report does not include an attestation report of our independent registered public accounting firm regarding
internal control over financial reporting. Our management's report was not subject to attestation by our independent registered
public accounting firm pursuant to the rules of the SEC that permit us to provide only management's report in this annual report.

 Changes in internal control over financial
reporting. There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not Applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 In response to this Item, the information to be
set forth in our Proxy Statement for our 2025 Annual Meeting of Stockholders (the "2025 Proxy Statement") to be filed within
120 days following the end of our fiscal year, under the headings "Proposal No. 1—Election of Directors," "Our
Executive Officers," "Section 16(a) Compliance," and "Corporate Governance Practices and Policies" is incorporated
herein by reference.

 Item 11. Executive Compensation.

 In response to this Item, the information will
be set forth in the 2025 Proxy Statement under the headings "Executive Compensation" and "Corporate Governance Practices
and Policies" and will be incorporated herein by reference.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 In response to this Item, the information will
be set forth in the 2025 Proxy Statement under the headings "Executive Compensation" and "Security Ownership of Certain
Beneficial Owners and Management" and will be incorporated herein by reference.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence.

 In response to this Item, the information will
be set forth in the 2025 Proxy Statement under the headings "Certain Relationships and Related Party Transactions" and "Corporate
Governance Practices and Policies—Board and Committee Independence" and will be incorporated herein by reference.

 Item 14. Principal Accounting Fees and Services.

 In response to this Item, the information will
be set forth in the 2025 Proxy Statement under the heading "Matters Relating to the Independent Registered Public Accounting Firm"
and will be incorporated herein by reference.

 Item 15. Exhibit and Financial Statement Schedules

 (a) Financial Statements

 We have filed the financial statements in Item
8. Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K.

 (b) Exhibits

 The following is a list of all exhibits filed
or incorporated by reference as part of this Annual Report on Form 10-K.

 Exhibit

 Incorporated by Reference

(Unless Otherwise Indicated)

 Number

 Exhibit Title

 Form

 File

 Exhibit

 Filing Date

 3.1

 Articles of Incorporation

 S-1

 3.1

 3.2

 Amendment to Articles of Incorporation of the Registrant, dated February 22, 2023, for correction of par value

 S-1

 3.2

 3.3

 Bylaws

 S-1

 3.3

 4.1

 Specimen Stock Certificate

 S-1

 4.1

 4.2

 Description of Securities

 4.2

 September 26, 2024

 10.1

 Employment Agreement effective as of January 1, 2022 by and between Aidy Chou and Armstrong Logistic

 S-1

 10.1

 10.2

 Employment Agreement effective as of January 1, 2022 by and between Tong Wu and Armstrong Logistic

 S-1

 10.2

 10.3

 Employment Agreement effective as of August 1, 2023 by and between Zhiliang (Ian) Zhou and Armstrong Logistic

 S-1

 10.3

 10.4

 Indemnification Agreement dated September 22, 2023 by and between Aidy Chou and the Registrant

 S-1

 10.4

 10.5

 Indemnification Agreement dated September 22, 2023 by and between Tong Wu and the Registrant

 S-1

 10.5

 10.6

 Indemnification Agreement dated September 22, 2023 by and between Zhiliang (Ian) Zhou and the Registrant

 S-1

 10.6

 10.7

 Indemnification Agreement dated September 22, 2023 by and between Kwong Sang Liu and the Registrant

 S-1

 10.7

 10.8

 Indemnification Agreement dated September 22, 2023 by and between Russel Morgan and the Registrant

 S-1

 10.8

 10.9

 Indemnification Agreement dated September 22, 2023 by and between Florence Ng and the Registrant

 S-1

 10.9

 10.10

 Director Offer Letter, between Kwong Sang Liu and the Registrant, dated September 19, 2023

 S-1

 10.10

 10.11

 Director Offer Letter, between Russell Morgan and the Registrant, dated September 19, 2023

 S-1

 10.11

 10.12

 Director Offer Letter, between Florence Ng and the Registrant, dated September 19, 2023

 S-1

 10.12

 10.13

 Service Agreement dated April 10, 2020 by and between FedEx and Armstrong Logistic

 S-1

 10.13

 10.14

 Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between Armlogi Holding Corp. and YA II PN, LTD.

 10.1

 November 26, 2024

 10.15

 First Tranche Convertible Promissory Note, dated November 25, 2024, in favor of YA II PN, LTD.

 10.2

 November 26, 2024

 10.16

 Second Tranche Convertible Promissory Note, dated December 17, 2024, in favor of YA II PN, LTD.

 10.1

 December 20, 2024

 10.17

 Global Guaranty Agreement, dated November 25, 2024, by Armlogi Logistic Inc., Armlogi Truck Dispatching LLC, Andtech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and Andtech Customs Broker LLC in favor of YA II PN, LTD.

 10.3

 November 26, 2024

 10.18

 Registration Rights Agreement, dated November 25, 2024 by and between Armlogi Holding Corp. and YA II PN, LTD.

 10.4

 November 26, 2024

 10.19

 Modification Agreement, dated March 21, 2025, by and between the Company and YA II PN, LTD

 10.1

 March 24, 2025

 10.20

 Second Modification Agreement, dated June 6, 2025, by and between the Company and YA II PN, LTD

 10.1

 June 6, 2025

 14.1

 Code of Business Conduct and Ethics

 S-1

 14.1

 19.1

 Insider Trading Policy

 19.1

 September 26, 2024

 21.1

 Subsidiaries

 S-1

 21.1

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 31.2

 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 32.1*

 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 Furnished herewith

 32.2*

 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 Furnished herewith

 97.1

 Compensation Recovery Policy

 97.1

 September 26, 2024

 101.INS

 —

 —

 —

 101.SCH

 —

 —

 —

 101.CAL

 —

 —

 —

 101.DEF

 —

 —

 —

 101.LAB

 —

 —

 —

 101.PRE

 —

 —

 —

 —

 —

 —

 *
 In accordance with Item 601(b)(32)(ii)
of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany
this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to
be incorporated by reference into any filings under the Securities Act or the Exchange Act.

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Armlogi Holding Corp.

 Date: September 25, 2025

 By:

 /s/ Aidy Chou

 Name:

 Aidy Chou

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Aidy Chou

 Chief Executive Officer, Director, and

 September 25, 2025

 Name: Aidy Chou

 Chairman of the Board of Directors (Principal Executive Officer)

 /s/ Sheng-Kai
 (Scott) Hsu

 Chief Financial Officer

 September 25, 2025

 Name: Sheng-Kai (Scott) Hsu

 (Principal Accounting and Financial Officer)

 /s/ Tong Wu

 Secretary, Treasurer, and Director

 September 25, 2025

 Name: Tong Wu

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