Armlogi Holding Corp

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 factors 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 sixnine months ended DecemberMarch 31, 20256, we incurred a net loss of $105.4 million and $5.5 million net cash used in operating activities and, as of that date, we had a net current liability of $15.820.9 million.  and accumulated deficits of $7.0 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

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Geopolitical conflicts involving the United States, Israel, Iran and other parties in the Middle East could adversely affect our business, financial condition and results of operations.

Ongoing armed conflicts and heightened geopolitical tensions involving the United States, Israel, Iran and other parties in the Middle East have created significant uncertainty in global economic, political and financial markets. The continuation or escalation of these conflicts, including potential disruptions to international shipping routes, energy supplies and global trade, could adversely affect global economic conditions and increase market volatility.

These events have contributed, and may continue to contribute, to fluctuations in commodity prices, fuel and transportation costs, inflation, interest rates, foreign exchange rates and capital markets conditions. In addition, the conflicts could result in cyberattacks, sanctions, export controls, supply chain disruptions, disruptions in the availability or pricing of inventory and raw materials, or other adverse effects on global commerce.

Although we currently do not maintain operations in the Middle East, the indirect effects of geopolitical instability, military conflict and related economic uncertainty could adversely affect our business operations, financial condition, results of operations and ability to access capital markets. The extent, duration and ultimate impact of these conflicts remain uncertain and cannot be predicted.

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