Armlogi Holding Corp.

● · at 5450 E Francis St, Ontario, CA 91761, from JCC California Properties LLC, pursuant to a lease agreement, with an area of approximately 480,000 square feet, with a lease term from January 1, 2025 to December 31, 2029, and monthly rent of approximately $318,800; and

● · at 11618 Mulberry Ave, Fontana, CA 92337, from United Facilities, Inc., pursuant to a lease agreement, as amended, with an area of approximately 633,953 square feet, with a lease term from August 10, 2023 to September 30, 2028, and monthly rent of approximately $801,474.

Armstrong Logistic also leases one warehouse in Georgia:

● · at 1001 Trade Center Boulevard Building 4A, Rincon, Georgia 31326, from HREX GITC4, DST, pursuant to a lease agreement, with an area of approximately 734,000 square feet, with a lease term from July 1, 2024 to November 30, 2034, and monthly rent of approximately $290,602.

Armstrong Logistic also leases the following two warehouses in Texas:

● · at 645 Independence Parkway, Deer Park, Texas 77536, from AIREIT Monument BP I LLC, pursuant to a lease agreement, as amended, with an area of approximately 194,610 rentable square feet, with a lease term through March 31, 2032, and monthly rent of approximately $85,943; and

● · at 619 East Sam Houston Parkway S, Pasadena, Texas 77503, from FR East Sam Houston Parkway LLC, pursuant to an amended and restated lease agreement effective December 2, 2025, with an area of approximately 199,680 rentable square feet, consisting of Unit 800 (158,080 rentable square feet) with a lease term ending May 31, 2029, and Unit 400 (41,600 rentable square feet) with a lease term of approximately 88 months from the commencement date, and initial monthly base rent of approximately $82,375 for Unit 800 and $27,040 for Unit 400 (after a 4-month abatement period), subject to annual escalations.

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

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

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

Armstrong Logistic also leases one warehouse in Illinois:

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

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

• Operational Risks
• Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.
• If our customers are able to reduce their logistics and supply chain costs or increase utilization of their internal solutions, our business and operating results may be materially and adversely affected.
• The suspension of PRC sellers on international e-commerce platforms, such as the crackdown on PRC sellers by Amazon in early 2021, has discouraged and may continue to discourage a growing number of PRC e-commerce sellers from selling their merchandise to the United States, thus adversely affecting our business, financial condition, and results of operations.
• Our largest customers generate a significant portion of our revenue and our business may rely on one or more suppliers that account for more than 10% of our total purchases, and interruption in operations of such significant customers or supplier may have an adverse effect on our business, financial condition, and results of operations.
• Customer demand is difficult to forecast accurately, and as a result we may be unable to make planning and spending decisions to match such demand.
• Our dependence on third parties to provide overseas transportation and domestic distribution services may impact the delivery and quality of our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.
• We may face risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt our operations.
• Our results of operations are subject to seasonal fluctuations.
• Our business and results of operations may be harmed by the misconduct of authorized employees that have access to important assets of our Company such as inventory, bank accounts, and confidential information.
• Our insurance does not fully cover all of our operational risks, and changes in the cost of insurance or the availability of insurance could materially increase our insurance costs or result in a decrease in our insurance coverage.
• Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business.
• Our business, financial condition, and reputation may be substantially harmed by security breaches, interruptions, delays, and failures in our systems and operations.
• Our business and financial condition may be substantially harmed by inventory losses caused by theft, vandalism, or accidents during transportation and/or warehousing.
• If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.
• To sustain our operations and future business growth, we need to make significant investments in both capital and working capital, and if we are unable to secure sufficient financing when needed, our ability to execute our business plan as outlined in this annual report will be impaired, which may negatively impact our business and prospects.
• If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.
• Future acquisitions may have an adverse effect on our ability to manage our business. Raising additional capital may cause dilution to our stockholders, including purchasers of our common stock in our initial public offering.
• Our previous growth rates and performance may not be sustainable or indicative of our future growth and financial outcomes, and there is no assurance that we will be able to achieve the same level of financial performance in the future.
• Legal, Regulatory, and Compliance Risks
• We are subject to numerous laws and regulations applicable to the warehousing and logistics industry in the U.S., which, if we are found to have violated, may adversely affect our business and results of operations.
• Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance.
• Failure to protect intellectual property rights could adversely affect our business.
• Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services.
• We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.
• We may be the subject of allegations, harassment, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share and customers.
• Trading Risks
• New Nasdaq minimum market value requirement may result in delisting of our common stock.
• The market price of our common stock may be volatile or may decline regardless of our operating performance, and we may be unable to maintain compliance with Nasdaq’s continued listing requirements.
• The price of our common stock could be subject to rapid and substantial volatility.
• Our existing stockholders may experience future dilution as a result of future equity offerings or other equity issuances.
• If we fail to maintain an effective system of internal controls or fail to remediate the material weakness in our internal controls over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our common stock may be materially and adversely affected.
• As a public company, we incur substantially increased costs as compared to when we were a private company.
• We may not be able to maintain the listing of our common stock on Nasdaq.
• Substantial future sales of our common stock or the anticipation of future sales of our common stock in the public market could cause the price of our common stock to decline.
• If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common stock and trading volume could decline.
• We will be a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public stockholders.
• We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.