Armlogi Holding Corp. (NASDAQ: BTOC) grows revenue but warns on going concern and Nasdaq bid-price
Armlogi Holding Corp. reported higher revenue but deeper losses for the six months ended December 31, 2025. Revenue rose 7.9% to
Total assets were
Shares outstanding increased to 45,443,079 as of February 13, 2026, partly from issuing 3,192,145 shares under a Standby Equity Purchase Agreement, which extinguished all outstanding convertible notes. Armlogi also received a Nasdaq notice for trading below the
Positive
- None.
Negative
- Going concern uncertainty: A six-month net loss of
$10.4 million and a net current liability of about$15.8 million led management to state that there is significant doubt about the company’s ability to continue as a going concern without additional financing. - Nasdaq listing risk: The company received a Nasdaq notice for failing to meet the
$1.00 minimum bid price requirement and must regain compliance byMay 6, 2026 or face potential delisting from the Nasdaq Global Market.
Insights
Losses widened, liquidity is tight, and going concern and Nasdaq compliance risks are now explicit.
Armlogi grew revenue to
Liquidity is a central concern. Cash of
On the capital structure side, all SEPA-related convertible notes have been repaid or converted, eliminating that debt but increasing dilution; shares outstanding rose to 45,443,079. The Nasdaq minimum bid-price deficiency notice, with a compliance deadline of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of February 13, 2026, there
were
Armlogi Holding Corp.
Form 10-Q
For the Quarterly Period Ended December 31, 2025
Contents
| Part I | Financial Information | 1 | |
| Item 1 | Financial Statements | 1 | |
| Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025 | 1 | ||
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) | 2 | ||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) | 3 | ||
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited) | 4 | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 5 | ||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 33 | |
| Item 4 | Controls and Procedures | 33 | |
| Part II | Other Information | 34 | |
| Item 1 | Legal Proceedings | 34 | |
| Item 1A | Risk Factors | 34 | |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 34 | |
| Item 3 | Defaults Upon Senior Securities | 34 | |
| Item 4 | Mine Safety Disclosures | 34 | |
| Item 5 | Other Information | 34 | |
| Item 6 | Exhibits | 35 | |
| Signatures | 36 | ||
i
ARMLOGI HOLDING CORP.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND JUNE 30, 2025
(US$, except share data, or otherwise noted)
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Unaudited | Audited | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable and other receivable, net of credit loss allowance of $ | ||||||||
| Other current assets | ||||||||
| Prepaid expenses | ||||||||
| Loan receivables, net of credit loss allowance of $nil and $nil | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Restricted cash | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets – operating leases | ||||||||
| Right-of-use assets – finance leases | ||||||||
| Other non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Contract liabilities | ||||||||
| Accrued payroll liabilities | ||||||||
| Convertible notes | - | |||||||
| Operating lease liabilities – current | ||||||||
| Finance lease liabilities – current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Finance lease liabilities – non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, US$ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings (Accumulated deficits) | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
1
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(US$, except share data, or otherwise noted)
| Three Months Ended December 31, 2025 | Three Months Ended December 31, 2024 | Six Months Ended December 31, 2025 | Six Months Ended December 31, 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| Revenue | ||||||||||||||||
| Costs of services | ||||||||||||||||
| Gross profit | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating costs and expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (income) expenses: | ||||||||||||||||
| Other income, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on Disposal of Assets | — | — | ||||||||||||||
| Finance costs | ||||||||||||||||
| Total other (income) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Current income tax expense | — | — | ||||||||||||||
| Deferred income tax (recovery) expense | — | ( | ) | — | ( | ) | ||||||||||
| Total income tax (recovery) expenses | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic & diluted net loss per share | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average number of shares of common stock-basic and diluted | ||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
2
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKOLDERS’
EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(US$, except share data, or otherwise noted)
| Common Stock | Amount | Additional paid-in capital | Retained earnings (Accumulated deficits) | Total equity | ||||||||||||||||
| Six Months Ended | ||||||||||||||||||||
| Balance as of June 30, 2024 | ||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Issuance of common stock for commitment fee | — | |||||||||||||||||||
| Balance as of December 31, 2024 (unaudited) | ||||||||||||||||||||
| Three Months ended | ||||||||||||||||||||
| Balance as of September 30,2024 (unaudited) | ||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Issuance of common stock for commitment fee | — | |||||||||||||||||||
| Balance as of December 31, 2024 (unaudited) | ||||||||||||||||||||
| Six Months Ended | ||||||||||||||||||||
| Balance as of June 30, 2025 | ||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA) | — | |||||||||||||||||||
| Balance as of December 31, 2025 (unaudited) | ( | ) | ||||||||||||||||||
| Three Months ended | ||||||||||||||||||||
| Balance as of September 30,2025 (unaudited) | ||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| Balance as of December 31, 2025 (unaudited) | ( | ) | ||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
3
ARMLOGI
HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)
(US$, except share data, or otherwise noted)
| For The Six Months Ended December 31, 2025 | For The Six Months Ended December 31, 2024 | |||||||
| US$ | US$ | |||||||
| Unaudited | Unaudited | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments for items not affecting cash: | ||||||||
| Net loss from disposal of fixed assets | — | |||||||
| Depreciation of property and equipment and right-of-use assets-finance leases | ||||||||
| Amortization | ||||||||
| Non-cash operating leases expense | ||||||||
| Current estimated credit loss | — | |||||||
| Accretion of convertible notes | ||||||||
| Deferred income taxes | — | ( | ) | |||||
| Interest income | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and other receivables | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ( | ) | ( | ) | ||||
| Prepaid expenses | ||||||||
| Accounts payable & accrued liabilities | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Income tax payable | — | ( | ) | |||||
| Accrued payroll liabilities | ( | ) | ||||||
| Net changes in derecognized ROU and operating lease liabilities | — | ( | ) | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Loan disbursements | ( | ) | ( | ) | ||||
| Proceeds from loan repayments | ||||||||
| Proceeds from sale of property and equipment | — | |||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment to related parties | — | ( | ) | |||||
| Repayments of finance lease liabilities | ( | ) | ( | ) | ||||
| Proceeds from convertible notes | — | |||||||
| Repayments of convertible notes | ( | ) | — | |||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents and restricted cash, beginning of the period | ||||||||
| Cash and cash equivalents and restricted cash, end of the period | ||||||||
| The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash – non-current | ||||||||
| Total cash and cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets | ||||||||
| Supplemental Disclosure of Cash Flows Information: | ||||||||
| Cash paid for income tax | ( | ) | ( | ) | ||||
| Cash paid for interest | — | ( | ) | |||||
| Non-cash Transactions: | ||||||||
| Right-of-use assets acquired in exchange for finance lease liabilities | — | |||||||
| Right-of-use assets acquired in exchange for operating lease liabilities | ||||||||
| Increase (Decrease) in right-of-use assets due to remeasurement of lease terms | ( | ) | ||||||
| Shares issued for Investor Notices pursuant to SEPA by reducing the convertible notes | — | |||||||
| Shares issued to settle commitment fee | — | |||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
4
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and principal activities
Armlogi Holding Corp. and its consolidated subsidiaries (the “Company”) operate as a third-party logistics company, providing multi-model transportation and logistics services primarily in the United States.
The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services, including warehousing services, materials management and distribution services, and customs house brokerage services, to complement its core transportation service offering.
2. Summary of significant accounting policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended June 30, 2025.
In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of December 31, 2025, and its results of operations and cash flows for the six-month period then ended. Operating results for the three and six months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 2026.
Going Concern
These
financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business. The Company incurred a net loss of $
Principal of consolidation
The
unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.
| Principal activities | Percentage of ownership | Date of incorporation | Place of incorporation | |||||||||
| Armlogi Holding Corp. | — | |||||||||||
| Armstrong Logistic Inc. | % | |||||||||||
| Armlogi Truck Dispatching LLC | % | |||||||||||
| Andtech Trucking LLC | % | |||||||||||
| Armlogi Trucking LLC | % | |||||||||||
| Andtech Customs Broker LLC | % | |||||||||||
| Armlogi Group LLC | % | |||||||||||
5
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Use of Estimates
The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (‘U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant accounting estimates required to be made by management include useful lives of property and equipment, allowance for credit losses for accounts receivable and other receivables, and loan receivables, and discount rates used in the lease accounting for both operating lease and finance lease.
Cash and cash equivalents
Cash and cash equivalents consists of petty cash on hand and cash held in banks and other financial institutions, which is highly liquid and has original maturities of three months or less and is unrestricted as to withdrawal or use.
Restricted Cash
Restricted cash represents the cash restricted for six standby letters of credit with Eastwest Bank as collateral for certain of the Company’s lease agreements. The terms of the letters of credit start from August 4, 2023, May 4, 2023, November 15, 2023, December 27, 2024, January 14, 2025, and March 20, 2025, respectively. The letters of credit are renewable on an annual basis until the termination thereof.
Certain risks and concentration
The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash, accounts receivable and other receivable, loan receivables, other current assets, and other non-current assets. As of December 31, 2025 and June 30, 2025, substantially all of the Company’s cash and cash equivalents and restricted cash were held in EastWest Bank located in the U.S., which management considers to be of high credit quality.
As
of December 31, 2025 and June 30, 2025, the largest three accounts receivable balances from customers accounted for
Accounts receivable and other receivables
The Company’s receivables are recorded when billed and represent amounts owed by third-party customers. The carrying value of the Company’s receivables, net of the expected credit loss, represents their estimated net realizable value. The Company evaluates the expected credit loss of accounts receivable and other receivables on a loss rate method based on historical information adjusted for current conditions and future estimated economic performance. The Company’s credit term generally ranges from 3 to 30 days. If there is an approval from the board of directors of the Company, the credit term can extend to 180 days.
Loans receivables
Loan receivables are carried at amortized cost, net of an allowance for credit losses, in accordance with ASC 326, Financial Instruments – Credit Losses (CECL).
6
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Loans receivables (cont.)
Management estimates expected credit losses over the contractual term of the loans, adjusted for expected prepayments, using relevant available information. This includes:
| ● | historical loss experience for similar loan portfolios; |
| ● | current conditions, such as borrower financial performance and collateral values; and |
| ● | reasonable and supportable forecasts about future economic conditions (e.g., industry trends, customer sector risks, interest rates, and market trends). |
The estimate of expected credit losses is measured on a collective (pool) basis when loans share similar risk characteristics (e.g., credit rating, or collateral). Loans that do not share risk characteristics with others are evaluated individually.
Property and equipment
Property
and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated
on a straight-line basis, after consideration of expected useful lives and estimated residual values.
| Category | Depreciation method | Depreciation rate | ||
| Furniture and fixtures | Straight-line | |||
| Auto & trucks | Straight-line | |||
| Trailers & truck chassis | Straight-line | |||
| Machinery & equipment | Straight-line | |||
| Leasehold improvements | Straight-line | Shorter of lease term or 15 years |
Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amounts of the relevant assets and are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss.
Long-Lived Assets
Long-lived assets, such as property and equipment, and definite-lived intangible assets, right-of-use assets (operating lease and finance lease) are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. No impairment losses of long-lived assets were recorded during the three and six months ended December 31, 2025 and 2024.
Intangible assets consist of software and security systems, which are amortized using the straight-line method over five to seven years.
7
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Revenue recognition
The Company provides one-stop logistic services. The Company’s revenue is primarily from transportation services, which include the arrangement of freight services. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers.
In
general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created
once a customer agreement with an agreed-upon transaction price exists. The transaction price is typically fixed and not contingent upon
the occurrence or non-occurrence of any other event. The Company’s transportation transactions provide for the arrangement of the
movement of freight to a customer’s destination. The transportation services that are provided to the customer, including certain
ancillary services, such as loading/unloading, freight insurance, and customs clearance, represent a single performance obligation, as
these promises are not distinct in the context of the contract. This performance obligation is satisfied over time and recognized in
revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from origin
to destination. The Company determines the period to recognize revenue in transit based on the departure date and the delivery date.
Determination of the transit period and the percentage of completion of the shipment as of the reporting date will affect the timing
of revenue recognition. The Company has determined that revenue recognition based on the time in transit provides a reasonable estimate
of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its
customers. The change in contract liabilities is due to the timing of customer deposits for orders, offset by customer deposits recognized
as revenue during the period. The Company expects to recognize revenue for any performance obligations within a twelve-month period and
have elected not to provide disclosures regarding remaining performance obligations for contracts with a term of
The Company also provides warehousing services for its customers. These warehousing service contracts include two performance obligations: i) inventory management and order fulfilment and ii) storage services. The Company’s performance obligation for inventory management and order fulfilment is satisfied at a point in time as services are generally priced based on the number of items processed and handled. The benefits are consumed by the customers at the point in time when such specific services are performed by the Company. Performance of such services generally takes less than one day to process. The performance obligation for storage services is satisfied over time as the storage service is based on a term period and the customers simultaneously receive and consume the services provided by the Company as they are performed. The transaction price for the warehousing services is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized based on the level of activity volume.
Other services include primarily customs house brokerage services sold on a stand-alone basis as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue.
ASC 606, Revenue from Contracts with Customers, provides for a five-step model for recognizing revenue from contracts with customers. These five steps include:
| (i) | Step 1: Identify the contract with the customer |
| (ii) | Step 2: Identify the performance obligations in the contract |
| (iii) | Step 3: Determine the transaction price |
| (iv) | Step 4: Allocate the transaction price to the performance obligations in the contract |
| (v) | Step 5: Recognize revenue when the Company satisfies a performance obligation |
Under ASC 606, revenue is recognized when the customer obtains control of a good or service. The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipment process, and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the unaudited condensed consolidated statements of operations and comprehensive loss.
8
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Revenue recognition (cont.)
A summary of the Company’s revenue disaggregated by major service lines is as follows:
| For The Six Months Ended December 31, 2025 | For The Six Months Ended December 31, 2024 | |||||||
| US$ | US$ | |||||||
| Transportation services | ||||||||
| Warehousing services | ||||||||
| Other services | ||||||||
| Total | ||||||||
Contract liabilities
Contract
liabilities represent payments received from customers in excess of the revenue recognized. The contract liabilities are reported in
a net position on a customer-by-customer basis at the end of each reporting year. The Company classifies these customer deposits as short-term
contract liabilities, as the Company expects to satisfy these obligations within its normal operating cycle, which is generally one year.
For the six months ended December 31, 2025 and 2024, the amounts transferred from contract liabilities at the beginning of the fiscal
year to revenue were $
Practical Expedients
The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as the Company’s contracts with its transportation customers have an expected duration of one year or less.
For the performance obligation to transfer warehousing services in contracts with customers, revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date.
The Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred, since the amortization period of such costs is less than one year. These costs are included in the unaudited condensed consolidated statements of operations and comprehensive loss.
9
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Leases
The Company determines if an arrangement is a lease at inception. Leases are classified as either operating leases or finance leases pursuant to ASC 842.
i) Operating leases
Operating leases are recognized as right-of-use (“ROU”) assets in non-current assets and lease liabilities in current and non-current liabilities in the consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less, the Company recognizes those lease payments on a straight-line basis over the lease term.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Lease expenses for lease payments are recognized on a straight-line basis over the lease term and are included in general and administrative expenses, costs of services and other expenses.
ii) Finance leases
Finance lease ROU assets are included in ROU and current lease liabilities, and other non-current lease liabilities in the unaudited condensed consolidated balance sheets.
Finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expenses. The interest on the finance lease liabilities is included in interest expense.
The Company has elected the accounting policy to account for leases with both lease and non-lease components as a single lease component. For leases with an initial term of 12 months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expenses on a straight-line basis over the lease term.
Taxation
Current income taxes are provided on the basis of net profit or loss for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period of the enactment of the change.
10
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Taxation (cont.)
The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income, including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.
The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. The Company did not have any unrecognized tax benefits as of December 31, 2025 and June 30, 2025.
Earnings per share
Basic earnings per share of common stock are computed by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income allocable to common stockholders by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the potential shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. As the Company incurred a net loss for the year, all potentially dilutive instruments are anti-dilutive and, accordingly, basic and diluted loss per share are the same.
Segment Reporting
FASB ASC 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of services and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net income are other income, finance costs, income taxes, and infrequent items such as loss on debt extinguishment and loss on disposal of assets, which are reflected in the consolidated statements of operations.
All the Company’s business activities for the three and six months ended December 31, 2025 and 2024 were conducted in the U.S. Therefore, revenue for the three and six months ended December 31, 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 December 31, 2025 and June 30, 2025, all of the Company’s long-lived assets were in the U.S.
11
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Summary of significant accounting policies (cont.)
Fair value measurement
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows:
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
| Level 2: | Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities. | |
| Level 3: | Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company’s financial instruments include cash and cash equivalents and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, other non-current assets, accounts payable and accrued liabilities, accrued payroll liabilities, and lease liabilities. The carrying amounts of cash and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, accounts payable and accrued liabilities, accrued payroll liabilities, and short-term lease liabilities approximate their fair values due to the short-term nature of these instruments. The carrying value of the Company’s other non-current assets and long-term lease liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates.
The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring or non-recurring basis as of December 31, 2025 and June 30, 2026.
Costs of services
Costs of services primarily consist of amortization and depreciation, equipment lease and warehouse lease expenses, freight expenses, port handling and customs fees, salary and benefits, temporary labor expenses, warehouse expenses, utilities and other expenses.
General and administrative expenses
General and administrative expenses primarily consist of office expenses, professional fees, rental expenses, repairs and maintenance, and salary and benefits
Recently issued accounting standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the Company’s CODM. The new standard is effective for the Company for its annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025, with early adoption permitted. The Company adopted ASU 2023-07 on July 1, 2024, which did not have a material impact on the Company’s consolidated financial statements.
In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new disclosure requirements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
12
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
3. Accounts Receivable and Other Receivables, Net
Accounts receivable and other receivables, net consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Accounts receivable – third parties | ||||||||
| Accounts receivable – a related party | ||||||||
| Other receivables – third parties* | ||||||||
| Other receivables – a related party* | - | |||||||
| Gross total | ||||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ||||
| Total | ||||||||
| * |
The allowance for credit loss for the six months ended December 31, 2025 and the fiscal year ended June 30, 2025 consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Balance as of beginning | ||||||||
| Additional provision | - | |||||||
| Write-off | - | ( | ) | |||||
| Ending balance | ||||||||
4. Property and Equipment, Net
Property and equipment, net consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Furniture and fixtures | ||||||||
| Auto & Truck | ||||||||
| Trailers & track chassis | ||||||||
| Machinery & equipment | ||||||||
| Leasehold improvement | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
13
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
4. Property and Equipment, Net (cont.)
Depreciation
expenses are recorded in costs of services and general and administrative expenses. The Company recorded depreciation expenses of US$
The
Company recorded depreciation expenses of US$
5. Intangible Assets, Net
Intangible assets, net consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Security Systems | ||||||||
| Software | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Intangible assets, net | ||||||||
The Company recorded amortization of US$
6. Loan Receivables
The Company’s loan receivables consisted of the following:
| i) | On January 24, 2024, the Company entered into a loan agreement with Athena Home Inc. in the principal amount of US$ | |
| ii) | On May 21, 2024, the Company entered into a loan agreement with MYJW
LLC. in the principal amount of US$ | |
| iii) | On June 13, 2024, the Company entered into a loan agreement with Bacalar Enterprise Freight Inc. in the principal amount of US$ | |
| iv) | On August 7, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$ |
14
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. Loan Receivables (cont.)
| v) | On September 8, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$ |
| vi) | On September 9, 2025, the Company entered into a loan agreement with Kimberly Tenneco Inc. in the principal amount of US$ |
| vii) | On May 28, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$ |
| viii) | On June 6, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$ | |
| ix) | On August 29, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$ |
As
of December 31, 2025, the Company recorded a loan receivable balance of US$
As
of June 30, 2025, the Company recorded a loan receivable balance of US$
7. Leases
As of December 31, 2025, the Company had operating
and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates from June 2026 through November
2034 with options to renew for varying terms at the Company’s sole discretion. The Company has not included these options to extend
or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, that these options will be exercised.
The Company had certain sublease contracts and recognized US$
During the six months ended December 31, 2025,
the Company recognized additional operating lease liabilities of US$
During the six months ended December 31, 2025, the Company recognized
additional finance lease liabilities of US$
15
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7. Leases (cont.)
The components of lease expenses were as follows:
| For the six months ended December 31, 2025 | For the six months ended December 31, 2024 | |||||||
| US$ | US$ | |||||||
| Operating: | ||||||||
| Operating lease expenses | ||||||||
| Financing: | ||||||||
| Accretion | ||||||||
| Amortization – included in costs of services | ||||||||
| Total | ||||||||
| Cash paid for amounts included in the measurement of liabilities: | ||||||||
| Operating cash flows used in operating leases | ||||||||
| Operating cash flows used in finance leases | ||||||||
| Financing cash flows used in finance leases | ||||||||
| Right-of-use assets obtained in exchange for lease liabilities: | ||||||||
| Operating leases | ||||||||
| Finance leases | - | |||||||
| Increase (Decrease) in right-of-use assets due to remeasurement of lease terms | ( | ) | ||||||
The Company recorded operating lease expenses
of US$
The Company recorded operating lease expenses
of US$
As of December 31, 2025, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows:
| Operating | Finance | |||||||
| US$ | US$ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and beyond | ||||||||
| Total minimum lease payment | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total lease liabilities | ||||||||
| Less: current potion | ( | ) | ( | ) | ||||
| Non-current portion | ||||||||
16
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7. Leases (cont.)
Weighted average remaining lease term:
| Operating leases | ||||
| Finance leases |
Weighted average discount rate:
| Operating leases | % | |||
| Finance leases | % |
8. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Accounts payable | ||||||||
| Credit card Payable | ||||||||
| Other liabilities | ||||||||
| Total | ||||||||
Other liabilities as of December 31, 2025 and June 30, 2025 mainly consisted of tenant deposits.
9. Convertible notes
On November 25, 2024, the Company entered into
a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company
had the right to sell to the Investor up to $
| ● | The
first Pre-Paid Advance was disbursed on November 25, 2024 (Promissory Note 1), in the amount of $ |
| ● | The
second Pre-Paid Advance was disbursed on December 17, 2024 (Promissory Note 2), in the amount of $ |
| ● | The
third Pre-Paid Advance, originally expected to be advanced in the principal amount of $ |
According to the SEPA, the Company, at its sole discretion, had the right, but not the obligation, to issue and sell to the Investor, and the Investor was bound to subscribe for and purchase the Company’s common stock by the delivery to the Investor of Advance Notices (as defined in the SEPA). In addition, the Investor, at its sole discretion, has the right, but not the obligation, by the delivery to the Company of Investor Notices, to cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of shares of the Company’s common stock to the Investor as long as a balance was outstanding under a Convertible Note.
17
ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
9. Convertible notes (cont.)
The Company agreed to pay a commitment fee of
$
Unless earlier terminated as provided thereunder,
the SEPA was automatically terminable on the earliest of (i) November 25, 2026, provided that if any Convertible Notes then outstanding,
such termination shall be delayed until such date that all Convertible Notes that were outstanding have been repaid, or (ii) the date
on which the Investor has made payment of Pre-paid Advances pursuant to SEPA for shares of common stock equal to $
Advance Notice
If the Company requested a purchase of shares
of common stock from the Investor by the delivery of an Advance Notice to the Investor, the purchase price therefor was the price per
share of common stock obtained by multiplying the market price by (i)
The “Option 1 Pricing Period” means the period on the applicable advance notice date with respect to an Advance Notice selecting an Option 1 Pricing Period commencing (i) if submitted to Investor prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day or (ii) if submitted to Investor after 9:00 a.m. Eastern Time on a trading day, upon receipt by the Company of written confirmation of acceptance of such Advance Notice by the Investor (or the open of regular trading hours, if later), and which confirmation specified such commencement time, and, in either case, ending on 4:00 p.m. New York City time on the applicable Advance Notice date, or such other time as agreed to by the parties. The “Option 1 market price” means the VWAP of the common stock during the Option 1 Pricing Period.
The “Option 2 Pricing Period” means the three consecutive trading days commencing on the Advance Notice Date. The Option 2 market price shall mean the VWAP of the common stock during the Option 1 Pricing Period.
Investor Notice
If the Investor requested a sale from the Company
by the delivery of an Investor Notice to the Company, the purchase price, as of any conversion date or other date of determination, was
be the lower of (i) $
In March 2025, the Company issued
In May 2025, the Company issued
In September 2025, the Company issued
18
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
9. Convertible notes (cont.)
Repayments of Convertible Notes
Interest accrued on the outstanding principal
balance of the Convertible Notes at an annual rate equal to
If, any time after the issuance date of a Convertible
Note, and from time to time thereafter, an Amortization Event (as defined below) has occurred, then the Company shall make monthly payments
beginning on the 7th trading day after the Amortization Event Date and continuing on the same day of each successive calendar month until
the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $
An “Amortization Event” means (i)
the daily VWAP is less than the floor price then in effect for five trading days during a period of seven consecutive trading days, (ii)
the Company has issued to the Investor, pursuant to the transactions contemplated in a Convertible Note, the other notes and the SEPA,
in excess of
The Convertible Notes are accounted for as a single
liability measured at amortized costs. The original issue discount and all the transaction costs related to issuance of the Convertible
Notes are capitalized to the carrying amount of the Convertible Notes and presented as a direct deduction from the debt liability. The
discount and transaction costs are amortized into expenses based on the effective interest rate method. The effective interest rate related
to the Convertible Notes is
First Modification
Pursuant to the Modification Agreement signed with the Investor on March 21, 2025 (the “First Modification”), the Company confirmed, acknowledged, and agreed that an event described in Section 1(c) of the Convertible Notes occurred (the “Floor Price Event”) and is continuing, because the VWAP was less than the Floor Price for five consecutive Trading Days. The Company acknowledges that the occurrence of the Floor Price Event constitutes an Amortization Event under the Convertible Notes, requiring the Company to make monthly cash payments in accordance with Section 1(c) of the Convertible Notes. In connection with this obligation, the Company agreed to make cash payments on specified dates and in minimum amounts.
The payment schedule began with an initial payment
of $
The Company fully settled these minimum payments in accordance with the payment schedule. The Company also retains the option to make payments in excess of the stated minimums, and any such additional amounts are applied first to reduce the original principal balance of the Convertible Note dated November 25, 2024.
In consideration of the covenants and agreements
set forth in the Modification Agreement dated March 21, 2025, the Investor agreed, from the date thereof until May 20, 2025, to: (A) defer
the Company’s obligation to make monthly payments as a result of the Floor Price Event or otherwise pursuant to Section 1(c) of
the Convertible Notes, (B) not to submit any Conversion Notices or Investor Notices unless the stock traded at a price per share greater
than $
Since the change of the modified debt instrument was not substantially different from those of the old debt, the First Modification is accounted for as a modification.
19
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
9. Convertible notes (cont.)
Repayments of Convertible Notes (cont.)
Second Modification
Pursuant to the Modification Agreement signed
with the Investor on June 6, 2025 (the “Second Modification”), the Company also agreed to make, cash payments on the dates
and in the minimum amounts under the promissory notes in the aggregate, as set forth below. The Company may, at its option, make cash
payments in excess of the minimum amounts set forth below.
| Date | Minimum Payment (Principal + Premium) | |||
| June 6, 2025 | $ | |||
| July 16, 2025 | $ | |||
| August 15, 2025 | $ | |||
The present value of the cash flows under the
new debt instrument, when discounted at the effective interest rate of the original instrument, exceeds
The Company has fully settled the repayments pursuant to the First Modification and Second Modification, and upon the conversion in September 2025, all outstanding convertible notes were fully settled.
10. Other Income (Expenses)
Other income and expenses consisted of the following:
| For the six months ended December 31, 2025 | For the six months ended December 31, 2024 | |||||||
| US$ | US$ | |||||||
| Rental income | ||||||||
| Rental expense | - | ( | ) | |||||
| Interest income | ||||||||
| Credit card rebate income | ||||||||
| Other income | ||||||||
| Total | ||||||||
20
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
11. Stockholders’ Equity
The Company is authorized to issue
As of December 31, 2025 and June 30, 2025, the Company had
On May 15, 2024, the Company issued to EF
Hutton LLC (now known as D. Boral Capital LLC; hereinafter, the “Representative”), as representative of the several underwriters with
respect to the Company’s initial public offering (the “IPO”), and its affiliates, certain warrants, exercisable during
the five-year period from the commencement of sales of the shares of common stock offered in the IPO, entitling the Representative to
purchase an aggregate of up to
On December 13, 2024, the Company issued
In March 2025, the Company issued
In May 2025, the Company issued
In September 2025, the Company issued
12. Earnings per Share
Basic and diluted net loss per share for the six months ended December 31, 2025 and 2024 were as follows:
| For the six months ended December 31, 2025 | For the six months ended December 31, 2024 | |||||||
| US$ | US$ | |||||||
| Numerator: | ||||||||
| Net loss attributable to stockholders | ( | ) | ( | ) | ||||
| Denominator: | ||||||||
Weighted average number of shares of common stock outstanding – basic and diluted | ||||||||
Loss per share attributable to stockholders – basic and diluted | ( | ) | ( | ) | ||||
Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive share equivalents outstanding during the period. For the three and six months ended December 31, 2025 and 2024, the computation of diluted loss per share does not assume the impacts from the exercise of the Company’s outstanding unexercised warrants and the convertible debt, due to its loss position for the three and six months ended December 31, 2025 and 2024.
21
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
13. Commitments and Contingencies
Other commitments
Other than the standby letters of credit with
Eastwest Bank in the aggregate amount of $
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. As of December 31, 2025 and June 30, 2025, the Company was not a party to any material legal or administrative proceedings.
Noncompliance with Nasdaq Listing Rules
On November 7, 2025, the Company received a notice from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with
Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the closing bid price of the Company’s common
stock was less than $1.00 per share for the previous 30 consecutive business days. The notice has no present impact on the listing of
the Company’s securities, and the Company’s common stock continues to trade on the Nasdaq Global Market under the symbol “BTOC.”
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until May 6, 2026, to regain compliance. To
regain compliance, during this 180-day compliance period, the closing bid price of the Company’s common stock must close at $
14. Related Party Transactions and Balances
Related Parties
| Name of related parties | Relationship with the Company | |
| Jacky Chen | ||
| Aidy Chou | ||
| DNA Motor Inc. |
Related Party Transactions
The Company had the following related party transactions:
| (i) | DNA
Motor Inc. (“DNA”), the lessor of three of the Company’s operating leases, is owned by Jacky Chen. During the six months
ended December 31, 2025, for these operating leases, US$ |
| (ii) |
During the six months ended December 31, 2025, the Company generated
revenue of US$ |
22
ARMLOGI
HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
14. Related Party Transactions and Balances (cont.)
Related Party Transactions (cont.)
| (iii) |
During the six months ended December 31, 2025, the Company incurred
cost of services of US$ |
15. Subsequent Events
The Company has evaluated the impact of events that have occurred subsequent to December 31, 2025, through the date the condensed consolidated financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the unaudited interim condensed consolidated financial statements other than the below one.
On March 6, 2025, the Company entered into a non-binding
Letter of Intent to acquire
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth under “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-42099) for the fiscal year ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25, 2025 (the “Annual Report”).
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.
Overview
We are a fast-growing U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chain solutions relating to warehouse management and order fulfillment.
With the boom of e-commerce and Internet technology, along with the development of global supply chains, a growing number of merchants are seeking to sell their products through international e-commerce platforms, such as Amazon and eBay. These merchants, however, are confronted with major logistical challenges because of the complexities involved in shipping goods across borders. Specifically, when a foreign consumer places an order online, it can take a long time for the goods to be delivered from one country to another (especially for bulky items), while facing high damage rates and congestion during peak seasons. One of the solutions to such problems is to set up overseas warehouses, which are local storage facilities established in a foreign country where the cross-border merchants intend to sell their goods. Cross-border e-commerce merchants can export goods in batches in advance to overseas warehouses, which can then be delivered to overseas consumers once orders are placed via e-commerce platforms. As a result, the delivery time and the rate of damaged and lost packages may be reduced significantly, therefore enhancing the shopping experience of consumers.
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We provide one-stop warehousing and logistics services to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. market. We currently operate ten warehouses across the country, with an aggregate gross floor area of approximately 3,946,620 square feet. Aside from a nationwide footprint and large storage space, our warehouses are equipped with automated sorting systems, heavy-duty forklifts, and pallets and trays that are suitable for processing bulky items. As a one-stop warehousing and logistics service provider, we offer a full spectrum of services, including (i) customs brokerage services; (ii) transportation of merchandise to U.S. warehouses; and (iii) warehouse management and order fulfillment services, which further include (a) product storage and retrieval, (b) product packing and labeling, (c) kitting and repackaging, (d) order assembly and load consolidation, (e) inventory management and sales forecasting, (f) third-party distribution coordination, and (g) other value-added services. We also provide warehousing and logistics services to our U.S.-based commercial customers, who are typically domestic e-commerce merchants seeking efficient and reliable warehousing and logistics solutions to support their operations. In general, the warehousing and logistics services we provide to our domestic customers are similar to those we provide to our overseas customers. This allows us to provide integrated solutions for our customers, whether they need domestic or international warehousing and logistics support. As of December 31, 2025 and June 30, 2025, we had an active customer base of 588, and 505, respectively, for our warehousing and logistics services.
For the six months ended December 31, 2025 and 2024, we had total revenue of $101.0 million and $93.6 million, and net loss of $10.4 million and $6.3 million, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant portion of our revenue from customers based in China. During the six months ended December 31, 2025 and 2024, we generated approximately 83% and 86% of our revenue from PRC-based customers, respectively.
Results of Operations
The following table outlines our consolidated statements of operations for the three and six months ended December 31, 2025 and 2024:
| For Three Months Ended December 31, 2025 | For Three Months Ended December 31, 2024 | For Six Months Ended December 31, 2025 | For Six Months Ended December 31, 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenue | 51,542,848 | 51,143,682 | 101,016,027 | 93,625,578 | ||||||||||||
| Costs of services | 52,313,114 | 50,660,690 | 104,270,376 | 96,749,376 | ||||||||||||
| Gross profit | (770,266 | ) | 482,992 | (3,254,349 | ) | (3,123,798 | ) | |||||||||
| Operating costs and expenses: | ||||||||||||||||
| General and administrative | 3,328,550 | 2,659,156 | 7,545,856 | 6,327,981 | ||||||||||||
| Total operating costs and expenses | 3,328,550 | 2,659,156 | 7,545,856 | 6,327,981 | ||||||||||||
| Loss from operations | (4,098,816 | ) | (2,176,164 | ) | (10,800,205 | ) | (9,451,779 | ) | ||||||||
| Other (income) expenses: | ||||||||||||||||
| Other income, net | (302,280 | ) | (564,656 | ) | (1,040,872 | ) | (1,770,321 | ) | ||||||||
| Loss on disposal of assets | — | 43,625 | — | 43,625 | ||||||||||||
| Finance costs | 44,121 | 79,989 | 592,466 | 88,997 | ||||||||||||
| Total other (income) expenses | (258,159 | ) | (441,042 | ) | (448,406 | ) | (1,637,699 | ) | ||||||||
| Loss before provision for income taxes | (3,840,657 | ) | (1,735,122 | ) | (10,351,799 | ) | (7,814,080 | ) | ||||||||
| Current income tax expense | 19,525 | — | 16,436 | — | ||||||||||||
| Deferred income tax expense (recovery) | — | (75,882 | ) | — | (1,506,969 | ) | ||||||||||
| Total income tax expenses (recovery) | 19,525 | (75,882 | ) | 16,436 | (1,506,969 | ) | ||||||||||
| Net loss | (3,860,182 | ) | (1,659,240 | ) | (10,368,235 | ) | (6,307,111 | ) | ||||||||
| Total comprehensive loss | (3,860,182 | ) | (1,659,240 | ) | (10,368,235 | ) | (6,307,111 | ) | ||||||||
| Basic & diluted net earnings per share | (0.08 | ) | (0.04 | ) | (0.24 | ) | (0.15 | ) | ||||||||
| Weighted average number of shares of common stock-basic and diluted | 45,443,079 | 41,642,442 | 43,952,643 | 41,638,221 | ||||||||||||
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Revenue, costs of services, and gross profit margin
The following table sets forth our revenue for the three and six months ended December 31, 2025 and 2024:
For the 2025 | For the 2024 | For the 2025 | For the 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenue | 51,542,848 | 51,143,682 | 101,016,027 | 93,625,578 | ||||||||||||
| Costs of services | 52,313,114 | 50,660,690 | 104,270,376 | 96,749,376 | ||||||||||||
| Gross profit (loss) | (770,266 | ) | 482,992 | (3,254,349 | ) | (3,123,798 | ) | |||||||||
| Gross profit (loss) margin % | -1.5 | % | 0.9 | % | -3.2 | % | -3.3 | % | ||||||||
The following table outlines the compositions of our revenue streams:
| For the Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 2024 | For the Six Months Ended December 31, 2025 | For the Six Months Ended December 31, 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Transportation services | 31,981,419 | 36,127,069 | 64,056,315 | 64,617,825 | ||||||||||||
| Warehousing services | 19,545,895 | 15,010,370 | 36,926,802 | 28,984,064 | ||||||||||||
| Other services | 15,534 | 6,243 | 32,910 | 23,689 | ||||||||||||
| Total | 51,542,848 | 51,143,682 | 101,016,027 | 93,625,578 | ||||||||||||
Three Months Ended December 31, 2025 and 2024
Our revenue slightly increased by $0.4 million, or 0.8%, to $51.5 million during the three months ended December 31, 2025, compared to $51.1 million for the same period in 2024. The increase was due to the following factors:
| 1) | Revenue from our transportation services decreased by $4.1 million, or 11.5%, for the three months ended December 31, 2025, compared with the same period in 2024, due to a decreased proportion of traditional customer order volume and an increased proportion of Temu and TikTok order volume for the three months ended December 31, 2025. Aggressive market pushes by e-commerce platforms have incentivized sellers to ship orders through the platforms rather than directly to consumers. For example, more of our traditional customers are transferring orders in bulk to Amazon warehouses to sell through their Fullfillment by Amazon program instead of shipping individual items to buyers. Additionally, because Temu and TikTok orders typically only generate warehouse service revenue due to transportation services already being provided by the e-commerce platforms, the decrease in the volume of traditional orders and subsequent decrease in transportation services revenue is not offset by the general increase in order volume. While overall order volume has increased, the number of orders using our transportation services has decreased, resulting in a decrease in transportation service volume and revenue. |
| 2) | Revenue from our warehousing services increased by $4.5 million, or 30.2%, for the three months ended December 31, 2025, compared with the same period in 2024. As an integrated part of our one-stop warehousing and logistics services, revenue increase from our warehousing services was driven by the optimizations of warehouse space usage and streamlining of workflow, and the Temu and TikTok customer bases have increased and contribute to a more significant portion of warehouse service volume. |
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Six Months Ended December 31, 2025 and 2024
Our revenue increased by $7.4 million, or 7.9%, to $101.0 million during the six months ended December 31, 2025, compared to $93.6 million for the same period in 2024. The increase was due to the following factors:
| 1) | Revenue from our transportation services slightly decreased by $0.6 million, or 0.9%, for the six months ended December 31, 2025, compared with the same period in 2024, due to a decreased proportion of traditional customer order volume and an increased proportion of Temu and TikTok order volume for the six months ended December 31, 2025. Aggressive market pushes by e-commerce platforms have incentivized sellers to ship orders through the platforms rather than directly to consumers. For example, more of our traditional customers are transferring orders in bulk to Amazon warehouses to sell through their Fullfillment by Amazon program instead of shipping individual items to buyers. Additionally, because Temu and TikTok orders typically only generate warehouse service revenue due to transportation services already being provided by the e-commerce platforms, the decrease in the volume of traditional orders and subsequent decrease in transportation services revenue is not offset by the general increase in order volume. While overall order volume has increased, the number of orders using our transportation services has decreased, resulting in a decrease in transportation service volume and revenue.. |
| 2) | Revenue from our warehousing services increased by $8.0 million, or 27.4%, for the six months ended December 31, 2025, compared with the same period in 2024. As an integrated part of our one-stop warehousing and logistics services, revenue increase from our warehousing services was driven by optimizations of warehouse space usage and streamlining of workflow. |
The following table sets forth a breakdown of our costs of services for the three and six months ended December 31, 2025 and 2024:
| For the Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 2024 | For the Six Months Ended December 31, 2025 | For the Six Months Ended December 31, 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Amortization | 11,662 | 8,830 | 23,257 | 17,659 | ||||||||||||
| Depreciation | 852,347 | 707,122 | 1,581,788 | 1,182,223 | ||||||||||||
| Lease expenses | 10,985,574 | 8,943,724 | 21,516,119 | 18,050,328 | ||||||||||||
| Freight expenses | 27,759,467 | 28,715,466 | 55,439,752 | 54,421,945 | ||||||||||||
| Port handling and customs fees | 39,206 | 189,143 | 118,086 | 341,888 | ||||||||||||
| Salary and benefits | 2,309,593 | 2,509,610 | 4,831,688 | 5,074,473 | ||||||||||||
| Temporary labor expenses | 7,747,988 | 6,230,201 | 14,829,526 | 11,951,127 | ||||||||||||
| Warehouse expenses | 2,048,143 | 2,240,217 | 4,897,003 | 4,299,328 | ||||||||||||
| Utilities | 248,095 | 245,877 | 563,236 | 475,097 | ||||||||||||
| Other expenses | 311,039 | 870,500 | 469,921 | 935,308 | ||||||||||||
| Total | 52,313,114 | 50,660,690 | 104,270,376 | 96,749,376 | ||||||||||||
Three Months Ended December 31, 2025 and 2024
Our costs of services mainly represented the costs incurred for the use of third-party direct freight service carriers, such as FedEx and UPS, warehouse rental expenses, costs of labor, and trucking expenses. Costs of services increased by $1.7 million, or 3.3%, during the three months ended December 31, 2025, compared with the same period in 2024. The increase was primarily driven by the following two factors:
| i. | Between December 31, 2024 and December 31, 2025, the Company expanded its operations through opening three new warehouses, including a new warehouse in the State of Illinois. These new facilities focused less on the traditional drop-shipping model, instead operating as hubs for lower profit margin services such as transfers or returns. These dynamics resulted in a notable increase in temporary labor expenses by $1.5 million, rental expenses by $2.0 million, and other related operating expenses. |
| ii. | Freight costs decreased by $1.0 million due to a decreased proportion of traditional customer order volume and an increased proportion of Temu and TikTok order volume. Aggressive market pushes by e-commerce platforms incentivizing sellers to ship orders through the platforms instead of directly to customers. While overall order volume has increased, freight costs have decreased due to fewer orders utilize our transportation and freight services. Traditional customers are much more likely to rely on our services for deliveries and transfers. |
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Our overall gross profit/(loss) margin decreased from 0.9% for the three months ended December 31, 2024 to -1.5% for the same period in 2025, primarily due to a decrease in the proportion of shipments using our shipping services, which typically has higher profit margins. Many of the new customers have come through the Temu and TikTok e-commerce platforms, which provide their own shipping labels. This has muted the holiday season increase in revenue from transportation services we typically see and we have had to cut profit margins of the shipping services to keep competitive prices. Additionally, the new warehouses added between December 31, 2024 and December 31, 2025 have been used for lower profit margin services, such as handling returned orders. Although revenue increased by $0.4 million during this period, the Company was unable to generate profit from warehouse-related expenditures.
Six Months Ended December 31, 2025 and 2024
Costs of services increased by $7.5 million, or 7.8%, during the six months ended December 31, 2025, compared with the same period in 2024. The increase was primarily driven by the following two factors:
| i. | Between December 31, 2024 and December 31, 2025, the Company expanded its operations through opening three new warehouses, including a new warehouse in the State of Illinois. These new facilities focused less on the traditional drop-shipping model, instead operating as hubs for lower profit margin services such as transfers or returns. These dynamics resulted in a notable increase in temporary labor expenses by $2.9 million, rental expenses by $3.5 million, and other related operating expenses. |
| ii. | Freight costs increased by $1.0 million due to additional order volume from the three new warehouses added between December 31, 2024 and December 31, 2025. While the new Illinois and California warehouses did not focus mainly on drop-shipped orders, they still handled a significant amount. The volume of orders at these two warehouses further increased during the three months ended June 30, 2025 and the three months ended December 31, 2025, respectively, when several larger customers started utilizing the new warehouses for drop-shipped orders. |
Our overall gross loss margin slightly improved from 3.3% for the six months ended December 31, 2024 to 3.2% for the same period in 2025, primarily due to the Company’s increased focus on overall warehouse efficiency. We have been expanding our selection of temporary labor service providers with the goal of decreasing costs without sacrificing warehouse output.
Operating expenses
Our operating expenses consist primarily of general and administrative expenses. The following table sets forth a breakdown of our general and administrative expenses for the three and six months ended December 31, 2025 and 2024:
| For the Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 2024 | For the Six Months Ended December 31, 2025 | For the Six Months Ended December 31, 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Bank charges | 17,915 | 12,727 | 60,315 | 53,117 | ||||||||||||
| Amortization | 49,072 | 55,808 | 98,143 | 108,247 | ||||||||||||
| Office expenses | 676,220 | 351,217 | 1,808,457 | 1,605,056 | ||||||||||||
| Professional fees | 287,056 | 846,705 | 694,714 | 1,233,968 | ||||||||||||
| Rental expenses | 259,235 | 105,670 | 901,130 | 219,024 | ||||||||||||
| Repairs and maintenance | 582,241 | 82,682 | 1,311,398 | 421,750 | ||||||||||||
| Salary and benefits | 1,237,790 | 820,963 | 2,077,521 | 2,002,243 | ||||||||||||
| Sundries | 66,063 | 111,252 | 114,074 | 158,997 | ||||||||||||
| Tax and licenses | 62,795 | 72,405 | 189,316 | 139,860 | ||||||||||||
| Vehicle expenses | 34,283 | 29,607 | 210,737 | 63,245 | ||||||||||||
| Other expenses | 55,880 | 68,693 | 80,051 | 94,111 | ||||||||||||
| Credit loss expenses (recovery) | - | 101,427 | - | 228,363 | ||||||||||||
| Total | 3,328,550 | 2,659,156 | 7,545,856 | 6,327,981 | ||||||||||||
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Three Months Ended December 31, 2025 and 2024
Our general and administrative expenses increased by $0.7 million, from $2.7 million for the three months ended December 31, 2024 to $3.3 million for the same period in 2025, representing an increase of 25.2%. The increase was due to the following factors:
| 1) | Office expenses increased by $0.3 million, or 92.5% as a result of the growth in our dispatching services team. The increase in personnel necessitated an increased expenditure in office supplies and necessities. | |
| 2) | Rental expenses increased by $0.2 million, or 145.3%. The increase is mainly due to new warehouse locations added between December 2024 and December 2025. | |
| 3) | Repairs and maintenance expenses increased by $0.5 million, or 604.2%, mainly due to additional warehouse locations and growth in our truck fleet. | |
| 4) | Salary and benefits increased by $0.4 million, or 50.8%, due to personnel increases from the additional warehouse locations and transportation service growth. | |
| 5) | Professional fees decreased by $0.6 million, or 66.1%. The decrease is mainly due to fewer external consultants used in the three months ended December 31, 2025. |
Six Months Ended December 31, 2025 and 2024
Our general and administrative expenses increased by $1.2 million, from $6.3 million for the six months ended December 31, 2024 to $7.5 million for the same period in 2025, representing an increase of 19.2%. The increase was due to the following factors:
| 1) | Rental expenses increased by $0.7 million, or 311.4%. The increase is mainly due to new warehouse locations added between December 2024 and December 2025. | |
| 2) | Repairs and maintenance expenses increased by $0.9 million, or 210.9%, mainly due to additional warehouse locations and growth in our truck fleet. | |
| 3) | Professional fees decreased by $0.5 million, or 43.7%. The decrease is mainly due to fewer external consultants used in the six months ended December 31, 2025. |
Income Tax
Our income tax recovery decreased by $0.1 million for the three months ended December 31, 2025 compared to the same period in 2024, mainly due to the non-recurring reversal of recognized deferred tax liabilities during the three months ended December 31, 2024.
Our income tax recovery decreased by $1.5 million for the six months ended December 31, 2025 compared to the same period in 2024, mainly due to the non-recurring reversal of previously recognized deferred tax liabilities during the six months ended December 31, 2024.
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Net loss
As a result of the foregoing, our net loss for the three months ended December 31, 2025 was $3.9 million, compared with $1.7 million for the same period in 2024, representing a decrease by $2.2 million.
Our net loss for the six months ended December 31, 2025 was $10.4 million, compared with $6.3 million for the same period in 2024, representing a decrease by $4.1 million.
Liquidity and Capital Resources
Going Concern
These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $10.4 million during the six months ended December 31, 2025 and as of that date, had a net current liability of $15.8 million. Without additional financing, the Company may not be able to fund its ongoing operations. The Company is expanding its service offerings to new customers, optimizing warehouse utilization, and developing higher-margin logistics solutions to improve profitability and cash generation. Management is executing a cost optimization plan, including delaying certain non-essential capital expenditures, reducing third-party service costs, and improving operational efficiency across warehouse operations to preserve cash flow. In addition, the Company is in discussions with several financial institutions and investors to secure additional credit facilities and other forms of financing to strengthen working capital. There is no assurance that the Company will be able to obtain financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations. These financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this Quarterly Report, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders. As of December 31, 2025 and June 30, 2025, we had cash and cash equivalents and restricted cash of $9.4 million and $13.6 million, respectively, which primarily consisted of cash deposited in banks.
Our working capital requirements mainly consist of costs of services and general and administrative expenses. We expect that our capital requirements will be met by cash generated from our operating activities and financing activities. We believe that our current cash and cash generated from our operating activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments.
Cash Flows for the six months Ended December 31, 2025 and 2024
| For the Six Months Ended December 31, 2025 |
For the Six Months Ended December 31, 2024 |
|||||||
| US$ | US$ | |||||||
| Net cash used in operating activities | (3,397,769 | ) | (9,232,468 | ) | ||||
| Net cash provided by (used in) investing activities | 1,556,442 | (1,009,065 | ) | |||||
| Net cash (used in) provided by financing activities | (2,299,717 | ) | 7,669,896 | |||||
| Net decrease in cash and cash equivalents and restricted cash | (4,141,044 | ) | (2,571,637 | ) | ||||
| Cash and cash equivalents and restricted cash at beginning of six months period | 13,577,827 | 9,950,384 | ||||||
| Cash and cash equivalents and restricted cash at end of six months period | 9,436,783 | 7,378,747 | ||||||
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We had a balance of cash and cash equivalents and restricted cash of $9.4 million as of December 31, 2025, compared with a balance of $13.6 million as of June 30, 2025. During the six months ended December 31, 2025, changes in our cashflow were mainly due to the following activities:
Operating Activities
Net cash used in operating activities was $3.4 million for the six months ended December 31, 2025, compared to net cash used in operating activities of $9.2 million for the same period in 2024, representing a $5.8 million increase in the net cash inflow from operating activities. The increase was primarily due to the following:
| (i) | We had net loss of $10.4 million for the six months ended December 31, 2025. For the six months ended December 31, 2024, we had net loss of $6.3 million, which led to a $4.1 million decrease in net cash inflow from operating activities. |
| (ii) | Changes in accounts receivable and other receivables were $2.7 million cash inflow for the six months ended December 31, 2025. For the six months ended December 31, 2024, changes in accounts receivable and other receivables were $6.0 million cash outflow, which led to an $8.7 million increase in net cash inflow from operating activities. |
| (iii) | Changes in accounts payable and accrued liabilities used $0.3 million net cash outflow for the six months ended December 31, 2025. For the six months ended December 31, 2024, changes in accounts payable and accrued liabilities provided net cash outflow of $2.0 million, which led to a $1.7 million increase in net cash inflow from operating activities. |
| (iv) | Changes in non-cash items provided $5.3 million net cash inflow for the six months ended December 31, 2025. For the six months ended December 31, 2024, changes in non-cash items provided net cash inflow of $4.4 million, which led to a $0.9 million increase in net cash inflow from operating activities. |
Investing Activities
Net cash provided by investing activities was $1.6 million for the six months ended December 31, 2025, primarily attributable to $0.6 million cash used for the purchase of property and equipment, $2.4 million cash used for loans extended to others, and $4.6 million proceeds received from loan repayments.
For the six months ended December 31, 2024, net cash used in investing activities was $1.0 million, primarily attributable to $2.1 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $2.0 million proceeds received from loan repayments.
Financing Activities
For the six months ended December 31, 2025, we had net cash used in financing activities of $2.3 million, which was primarily attributable to the $0.3 million used to repay finance lease liabilities and $2.0 million used to repay convertible notes.
For the six months ended December 31, 2024, we had net cash inflow from financing activities of $7.7 million, which was primarily attributable to the net effects of: (i) $0.4 million repayment to related parties; (ii) $8.1 million of net proceeds from the Pre-Paid Advance under the SEPA.
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Commitments and Contractual Obligations
As of December 31, 2025, we had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates through June 2026 to November 2034 with options to renew for varying terms at our sole discretion. We have not included these options to extend or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, as of the date of this Quarterly Report, that these options will be exercised.
As of December 31, 2025, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows:
| Operating | Finance | |||||||
| US$ | US$ | |||||||
| 2026 | 16,901,998 | 412,924 | ||||||
| 2027 | 38,066,085 | 716,486 | ||||||
| 2028 | 38,508,454 | 483,964 | ||||||
| 2029 | 25,895,498 | 137,718 | ||||||
| 2030 and beyond | 39,734,608 | 8,090 | ||||||
| Total minimum lease payment | 159,106,643 | 1,759,182 | ||||||
| Less: imputed interest | (36,637,956 | ) | (193,454 | ) | ||||
| Total lease liabilities | 122,468,687 | 1,565,728 | ||||||
| Less: current potion | (33,713,304 | ) | (763,696 | ) | ||||
| Non-current portion | 88,755,383 | 802,032 | ||||||
Other than the above leases, we did not have significant commitments, long-term obligations, or guarantees as of December 31, 2025.
Off-balance Sheet Commitments and Arrangements
Other than six standby letters of credit with Eastwest Bank in the aggregate amount of $4,394,812, we did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2025, we still have an unused line of credit of $4,394,812 with Eastwest Bank.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of this Quarterly Report, and revenue and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider accounting for the credit losses for accounts receivable and other receivables, and loan receivables to be critical accounting estimates. There are other items within our financial statements that require estimation but are not deemed critical, as defined above.
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Our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the notes to our unaudited consolidated financial statements. We believe that there were no critical accounting policies that affected the preparation of such financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ARMLOGI HOLDING CORP.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item. However, the Company is including the following risk factor to update the disclosures previously provided in its Annual Report on Form 10-K for the fiscal year ended June 30, 2025:
There is substantial doubt about our ability to continue as a going concern, and if we are unable to obtain additional financing, we may be unable to continue our operations.
For the six months ended December 31, 2025, we incurred a net loss of $10.4 million and, as of that date, we had a net current liability of $15.8 million. These conditions may cast significant doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flow from operations and to raise additional capital through equity or debt financings. While management is currently executing a cost optimization plan and is in discussions with several financial institutions to secure additional credit facilities, there is no assurance that these plans will be successful or that additional financing will be available on favorable terms, or at all.
If we are unable to raise sufficient working capital, we may be required to significantly curtail our operations, delay capital expenditures, or even cease operations entirely. Furthermore, our financial statements do not include any adjustments that might result from the outcome of this uncertainty, such as adjustments to the recoverability or classification of recorded asset amounts or the amounts and classification of liabilities. If we are unable to continue as a going concern, investors may lose the entire value of their investment in our securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-274667), for our initial public offering, which was declared effective by the SEC on May 13, 2024. In May 2024, we completed our initial public offering in which we issued and sold an aggregate of 1,600,000 shares of common stock, at a price of $5.00 per share for $8,000,000. EF Hutton LLC was the representative of the underwriters of our initial public offering.
We incurred approximately $3.0 million in expenses in connection with our initial public offering, which included approximately $600,000 in underwriting discounts, approximately $25,000 in expenses paid to or for underwriters, and approximately $2.4 million in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.
The net proceeds raised from the initial public offering were $5,214,851 after deducting underwriting discounts and the offering expenses payable by us. As of the date of this Quarterly Report, we have used all of the net proceeds raised from the initial public offering for working capital and other general corporate purposes in support of our current business.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
Index to Exhibits
| Exhibit | Incorporated by Reference (Unless Otherwise Indicated) | |||||||||
| Number | Exhibit Title | Form | File | Exhibit | Filing Date | |||||
| 3.1 | Articles of Incorporation | S-1 | 333-274667 | 3.1 | September 22, 2023 | |||||
| 3.2 | Amendment to Articles of Incorporation of the Registrant, dated February 22, 2023, for correction of par value | S-1 | 333-274667 | 3.2 | September 22, 2023 | |||||
| 3.3 | Bylaws | S-1 | 333-274667 | 3.3 | September 22, 2023 | |||||
| 4.1 | Specimen Stock Certificate | S-1 | 333-274667 | 4.1 | September 22, 2023 | |||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith | |||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith | |||||
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Furnished herewith | |||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Furnished herewith | |||||
| 101.INS | Inline XBRL Instance Document | — | — | — | Filed herewith | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | — | — | — | Filed herewith | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | Filed herewith | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | Filed herewith | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | — | Filed herewith | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | Filed herewith | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | — | — | — | Filed herewith | |||||
| * | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 13, 2026
| Armlogi Holding Corp. | ||
| By: | /s/ Aidy Chou | |
| Aidy Chou | ||
| Chief Executive Officer | ||
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FAQ
How did Armlogi Holding Corp. (BTOC) perform financially for the six months ended December 31, 2025?
What is Armlogi Holding Corp.’s (BTOC) liquidity position as of December 31, 2025?
Why did Armlogi Holding Corp. (BTOC) disclose a going concern risk?
How much dilution occurred at Armlogi Holding Corp. (BTOC) during this period?
What is the status of Armlogi Holding Corp.’s (BTOC) Nasdaq listing compliance?
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