Armlogi Holding Corp 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30,2025 or Commission file number001-42099 Armlogi Holding Corp.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock, par value $0.00001 per share, held by non-affiliates of the registrant, ascomputed by reference to the December 31, 2024 closing price reported by Nasdaq, was approximately $41,677,147. The number of the registrant’s shares of common stock, $0.00001 par value per share, outstanding on September 25, 2025 was45,442,479. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III ofthis Annual Report on Form 10-K. Table of Contents PagePART I1Item 1.Business1Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments26Item 1C.Cybersecurity27Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosure28PART II29Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.29Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A.Quantitative and Qualitative Disclosures about Market Risk38Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure39Item 9A.Controls and Procedures39Item 9B.Other Information39Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections39PART III40Item 10.Directors, Executive Officers and Corporate Governance40Item 11.Executive Compensation40Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters40Item 13.Certain Relationships and Related Transactions, and Director Independence40Item 14.Principal Accounting Fees and Services40PART IV41Item 15.Exhibit and Financial Statement Schedules41Item 16.Form 10-K Summary43Signatures44 PART I Item 1. Business. Overview We are a fast-growing U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chainsolutions relating to warehouse management and order fulfillment. With the boom of e-commerce and Internet technology, along with the developm