UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~December 3031, 2025

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

For the transition period from to .

Commission File No. 001-42140

Lakeside Holding Limited

(Exact name of registrant as specified in its charter)

Nevada		82-1978491
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1475 Thorndale Avenue, Suite A

Itasca, Illinois 60143

(Address of principal executive offices) (Zip Code)

(224) 446-9048

(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
Common Stock, par value US$0.0001 per share		LSH		The Nasdaq Stock Market LLC

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. ☒ Yes ☐ No

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 during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 the date of this report, the Registrant had 1734,427,559 shares of common stock outstanding.

Lakeside Holding Limited

FORM 10-Q

For the Quarterly Period Ended ~~September~~December 3031, 2025

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and June 30, 2025	F-2
	Condensed Consolidated Balance Sheets as of December 31, 2025 (unaudited) and June 30, 2025	F-2
	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended September 30, 2025 and 2024 (unaudited)	F-3
	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months and six months ended December 31, 2025 and 2024 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended September 30, 2025 and 2024 (unaudited)	F-4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months and six months ended December 31, 2025 and 2024 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)	F-5
	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 2024 (unaudited)	F-5
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1418
Item 4.	Controls and Procedures	1418
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1519
Item 1A.	Risk Factors	1519
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1519
Item 3.	Defaults Upon Senior Securities	1519
Item 4.	Mine Safety Disclosures	1519
Item 5.	Other Information	1519
Item 6.	Exhibits	1620
	Signatures	1722

EXPLANATORY NOTE

As used in this Quarterly Report on Form 10-Q, unless otherwise indicated or the context otherwise requires, references to “Lakeside,” “the Company,” “we,” “us,” and “our” refer to Lakeside Holding Limited together with its consolidated subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management’s expectations or forecasts of future events. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Forward-looking statements in this Form 10-Q may include, for example, statements concerning:

●

our future operating and financial performance, ability to generate positive cash flow and ability to achieve and sustain profitability;

●

our competitive position;

●

the sufficiency of our existing capital resources to fund our future operating expenses;

●

the timing of the introduction of new solutions and services;

●

the likelihood of success in and impact of litigation;

●

our protection or enforcement of our intellectual property rights;

●

our expectation with respect to securities, options and future markets and general economic conditions;

●

our ability to keep up with rapid technological change;

●

the impact of future legislation and regulatory changes on our business; and

●

our anticipated use of proceeds from our initial public offering.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no (and expressly disclaim any) obligation to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

LAKESIDE HOLDING LIMITED

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and June 30, 2025	F-2
Condensed Consolidated Balance Sheets as of December 31, 2025 (unaudited) and June 30, 2025	F-2
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended September 30, 2025 and 2024 (unaudited)	F-3
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months and six months ended December 31, 2025 and 2024 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended September 30, 2025 and 2024 (unaudited)	F-4
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months and six months ended December 31, 2025 and 2024 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)	F-5
Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 2024 (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (unaudited)	F-6 – F-4548

F-1

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~SEPTEMBER~~DECEMBER 3031, 2025 (UNAUDITED) ~~AND~~ AND JUNE 30, 2025

	As of September 30, 2025 (unaudited)			As of June 30, 2025
	As of December 31, 2025 (unaudited)			As of June 30, 2025
ASSETS
CURRENT ASSETS
Cash	$	41,~~539~~641,~~636~~438		$	4,956,060
Accounts receivable – third parties, net of credit loss allowance of $171,613 and $87,728		3,091,279			2,895,580
Accounts receivable – third parties, net of credit loss allowance of $171,609 and $87,728		3,744,551			2,895,580
Accounts receivable – related party, net of credit loss allowance of $nil and $nil		~~352~~443,~~896~~941			396,331
Note receivable		~~13,873~~-			65,152
Prepayment, deposit and other receivable – third parties		46,~~948~~793,~~382~~122			449,977
Other receivable – related party		1,~~146~~075,~~844~~998			869,430
Contract assets		4968,~~392~~912			119,054
Inventories, net		~~131~~124,~~986~~336			96,534
Right of return asset		8071,~~554~~518			141,687
Loan receivable from related parties		386,541			277,741
Loan receivable from a third party		253,107			11,380
Loan receivable from a third party, net of credit loss allowance of $288,000 and $nil		6,860,622			11,380
Total current assets		1421,~~994~~210,~~490~~979			10,278,926
NON-CURRENT ASSETS
Long- term investment		15,741			15,741
Property and equipment at cost, net of accumulated depreciation		~~409~~362,~~393~~802			389,421
Intangible assets, net		~~344~~322,~~069~~698			365,440
Right of use operating lease assets		2,~~687~~212,~~972~~464			3,158,202
Right of use financing lease assets		8576,~~197~~597			93,797
Deposit and prepayment		98,~~327~~927			103,934
Total non-current assets		3,~~640~~089,~~699~~229			4,126,535
TOTAL ASSETS	$	1824,~~635~~300,~~189~~208		$	14,405,461
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payables – third parties	$	2,~~539~~899,~~331~~042		$	2,494,217
Accounts payables – related parties		~~104~~200,~~682~~434			65,237
Accrued liabilities and other payables		2,~~157~~509,~~881~~295			2,119,994
Current portion of obligations under operating leases		1,~~593~~314,~~788~~019			2,323,290
Current portion of obligations under financing leases		4442,~~968~~273			47,035
Loans payable, current		2,~~271~~325,~~368~~149			1,300,112
Contract liabilities		3350,~~530~~783			15,355
Tax payable		~~358~~407,~~607~~709			312,903
Due to shareholders		142,826			-
Amounts due to shareholders		174,626			-
Due to a related party		260,144			-
Amounts due to a related party		260,144			-
Convertible debts - current		~~133~~97,~~198~~162			910,675
Refund liabilities		~~198~~148,~~806~~996			77,235
Total current liabilities		910,~~839~~429,~~129~~632			9,666,053
NON-CURRENT LIABILITIES
Loans payable, non-current		~~147~~117,~~735~~064			60,398
Loan payable to a related party		124,176			124,176
Deferred tax liabilities		6159,~~111~~606			83,100
Obligations under operating leases, non-current		1,~~448~~336,~~459~~300			1,559,782
Obligations under financing leases, non-current		6054,~~249~~739			66,267
Total non-current liabilities		1,~~841~~691,~~730~~885			1,893,723
TOTAL LIABILITIES	$	1112,~~680~~121,~~859~~517		$	11,559,776
Commitments and Contingencies
EQUITY
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 17,427,559 and 10,500,000 issued and outstanding as of September 30, 2025 and June 30, 2025, respectively		1,743			1,050
Common stocks, $0.0001 par value, 200,000,000 shares authorized, 34,427,559 and 10,500,000 issued and outstanding as of December 31, 2025 and June 30, 2025, respectively		3,443			1,050
Additional paid-in capital		13,512,515			8,084,275
Subscription receivable		(2,530,508	)		-
Statutory reserve		74,608			63,416
Additional paid-in capital		22,681,315			8,084,275
Deficits		(6,683,779	)		(5,315,371	)
Statutory reserve		86,099			63,416
Accumulated other comprehensive income		49,243			12,315
Deficits		(8,278,951	)		(5,315,371	)
Total equity		6,954,330			2,845,685
Accumulated other comprehensive income		217,293			12,315
TOTAL LIABILITIES AND EQUITY	$	18,635,189		$	14,405,461
Total equity		12,178,691			2,845,685
TOTAL LIABILITIES AND EQUITY	$	24,300,208		$	14,405,461

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

F-2

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE ~~PERIODS~~THREE ~~ENDED~~MONTHS ~~SEPTEMBER~~AND 30SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024

(UNAUDITED)

	For The Three Months Ended September 30,
	Six Months Ended December 31,						Three Months Ended December 31,
	2025			2024			2025			2024
Revenue from cross-border freight solutions – third party	$	4,181,714		$	3,599,787
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue from cross-border freight solutions – related parties		580,160			481,767
Revenue from cross-border freight solutions – third party	$	8,110,140		$	6,702,063		$	3,928,426		$	3,102,276
Revenue from distribution of pharmaceutical products – third parties		1,338,015			-
Revenue from cross-border freight solutions – related parties		1,221,728			756,994			641,568			275,227
Total revenue		6,099,889			4,081,554
Revenue from distribution of pharmaceutical products – third parties		3,780,654			218,086			2,442,639			218,086
Cost of revenue from cross-border freight solutions – third party		3,733,846			2,994,285
Total revenue		13,112,522			7,677,143			7,012,633			3,595,589
Cost of revenue from cross-border freight solutions – related party		466,506			564,730
Cost of revenue from cross-border freight solutions – third party		7,286,059			6,153,994			3,552,213			3,159,709
Cost of revenue from pharmaceutical products – third parties		790,770			-
Cost of revenue from cross-border freight solutions – related party		822,137			921,050			355,631			356,320
Total cost of revenue		4,991,122			3,559,015
Cost of revenue from pharmaceutical products – third parties		1,985,266			121,791			1,194,496			121,791
Gross profit		1,108,767			522,539
Total cost of revenue		10,093,462			7,196,835			5,102,340			3,637,820
Operating expenses:
Gross profit (loss)		3,019,060			480,308			1,910,293			(42,231	)
Selling expenses		189,411			-
Operating expenses:
General and administrative expenses		2,107,655			1,837,206
Selling expenses		1,093,244			54,488			903,833			54,488
Provision of allowance for expected credit loss		83,325			12,837
General and administrative expenses		4,318,013			3,749,059			2,210,358			1,911,853
Total operating expenses		2,380,391			1,850,043
Provision (reversal) of allowance for expected credit loss for accounts receivable		82,151			1,956			(1,174	)		(10,881	)
Loss from operations		(1,271,624	)		(1,327,504	)
Provision of allowance for credit loss on loan receivable from a third party		288,000			—			288,000			—
Other income (expense)
Total operating expenses		5,781,408			3,805,503			3,401,017			1,955,460
Other income, net		146,839			109,788
Loss from operations		(2,762,348	)		(3,325,195	)		(1,490,724	)		(1,997,691	)
Interest expense		(196,441	)		(28,110	)
Other income (expense)
Total other (expense) income		(49,602	)		81,678
Other income, net		282,380			201,541			135,541			91,753
Loss before income taxes		(1,321,226	)		(1,245,826	)
Interest expense		(379,890	)		(68,992	)		(183,449	)		(40,882	)
Income tax expense		35,990			89,581
Total other income (expense)		(97,510	)		132,549			(47,908	)		50,871
Net loss		(1,357,216	)		(1,335,407	)
Loss before income taxes		(2,859,858	)		(3,192,646	)		(1,538,632	)		(1,946,820	)
Other comprehensive (loss) income:
Income tax expense		81,039			89,581			45,049			—
Foreign currency translation gain		36,928			12,993
Net loss attributable to the Company		(2,940,897	)		(3,282,227	)		(1,583,681	)		(1,946,820	)
Comprehensive loss	$	(1,320,288	)	$	(1,322,414	)
Other comprehensive loss:
Loss per share – basic and diluted	$	(0.09	)	$	(0.18	)
Foreign currency translation income (loss)		204,978			(12,186	)		168,050			(25,179	)
Weighted Average Shares Outstanding – basic and diluted		14,733,489			7,500,000
Comprehensive loss attributable to the Company	$	(2,735,919	)	$	(3,294,413	)	$	(1,415,631	)	$	(1,971,999	)
Loss per share – basic and diluted	$	(0.17	)	$	(0.44	)	$	(0.08	)	$	(0.26	)
Weighted Average Shares Outstanding – basic and diluted		17,151,720			7,500,000			19,569,950			7,500,000

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

F-3

LAKESIDE HOLDING LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS AND SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2025 AND 2024

(UNAUDITED)

	Common Shares		Amount		Subscription Receivable			Additional Paid in Capital		Deficits			Accumulated Other Comprehensive Income			Total
	For The Three Months Ended December 31, 2024
Balance at June 30, 2024		6,000,000	$	600	$	(600	)	$	642,639	$	(5,819	)	$	2,972		$	639,792
	Common Shares		Amount		Subscription Receivable			Additional Paid in Capital		Deficits			Accumulated Other Comprehensive Income Loss)			Total
Paid in capital		—		—		600			—		—			—			600
Balance at September 30, 2024 (unaudited)		7,500,000	$	750	$	—		$	4,942,791	$	(1,341,226	)	$	15,965		$	3,618,280
Net loss for the three months ended September 30, 2024		—		—		—			—		(1,335,407	)		—			(1,335,407	)
Net loss		—		—		—			—		(1,946,820	)		—			(1,946,820	)
Initial public offering, net of share issuance costs		1,500,000		150		—			4,300,152		—			—			4,300,302
Foreign currency translation adjustment		—		—		—			—		—			(25,179	)		(25,179	)
Foreign currency translation adjustment		—		—		—			—		—			12,993			12,993
Balance at December 31, 2024 (unaudited)		7,500,000	$	750	$	—		$	4,942,791	$	(3,288,046	)	$	(9,214	)	$	1,646,281
Balance at September 30, 2024		7,500,000	$	750	$	—		$	4,942,791	$	(1,341,226	)	$	15,965		$	3,618,280

	Common Shares		Amount		Additional Paid in Capital			Deficits			Accumulated Other Comprehensive Income			Statutory Reserves			Total
	For The Six Months Ended December 31, 2024
Balance at June 30, 2025		10,500,000	$	1,050	$	8,084,275		$	(5,315,371	)	$	12,315		$	63,416		$	2,845,685
	Common Shares		Amount		Subscription Receivable			Additional Paid in Capital			Deficits			Accumulated Other Comprehensive Income (Loss)			Total
Net loss for the three months ended September 30, 2025		—		—		—			(1,357,216	)		—			—			(1,357,216	)
Balance at June 30, 2024		6,000,000	$	600	$	(600	)	$	642,639		$	(5,819	)	$	2,972		$	639,792
Statutory reserve		—		—		—			(11,192	)		—			11,192			—
Paid in capital		—		—		600			—			—			—			600
Foreign currency translation gain		—		—		—			—			36,928			—			36,928
Net loss		—		—		—			—			(3,282,227	)		—			(3,282,227	)
Common stock issued for consulting services		2,300,000		230		1,915,970			—			—			—			1,916,200
Initial public offering, net of share issuance costs		1,500,000		150		—			4,300,152			—			—			4,300,302
Issuance of common shares upon exercise of Convertible note		820,330		82		512,651			—			—			—			512,733
Foreign currency translation adjustment		—		—		—			—			—			(12,186	)		(12,186	)
Issuance of common shares - Private placement		3,807,229		381		2,999,619			—			—			—			3,000,000
Balance at December 31, 2024 (unaudited)		7,500,000	$	750	$	—		$	4,942,791		$	(3,288,046	)	$	(9,214	)	$	1,646,281
Balance at September 30, 2025		17,427,559	$	1,743	$	13,512,515		$	(6,683,779	)	$	49,243		$	74,608		$	6,954,330

	For The Three Months Ended December 31, 2025
	Common Shares		Amount		Subscription Receivable			Additional Paid in Capital		Statutory Reserves		Deficits			Accumulated Other Comprehensive Income (Loss)		Total
Balance at September 30, 2025 (unaudited)		17,427,559	$	1,743	$	—		$	13,512,515	$	74,608	$	(6,683,779	)	$	49,243	$	6,954,330
Net loss		—				—			—		—		(1,583,681	)		—		(1,583,681	)
Statutory reserve		—				—			—		11,491		(11,491	)		—		—
Foreign currency translation gain		—				—			—				—			168,050		168,050
Common stock issued for consulting services		3,000,000		300		—			2,506,200		—		—			—		2,506,500
Issuance of common shares - Private placement		14,000,000		1,400		(2,530,508	)		6,662,600		—		—			—		4,133,492
Balance at December 31, 2025 (unaudited)		34,427,559	$	3,443	$	(2,530,508	)	$	22,681,315	$	86,099	$	(8,278,951	)	$	217,293	$	12,178,691

	For The Six Months Ended December 31, 2025
	Common Shares		Amount		Subscription Receivable			Additional Paid in Capital		Statutory Reserves		Deficits			Accumulated Other Comprehensive Income (Loss)		Total
Balance at June 30, 2025		10,500,000	$	1,050	$	—		$	8,084,275	$	63,416	$	(5,315,371	)	$	12,315	$	2,845,685
Net loss		—				—			—		—		(2,940,897	)		—		(2,940,897	)
Statutory reserve		—				—			—		22,683		(22,683	)		—		—
Foreign currency translation gain		—				—			—				—			204,978		204,978
Common stock issued for consulting services		5,300,000		530		—			4,422,170		—		—			—		4,422,700
Issuance of common shares upon exercise of Convertible note		820,330		82		—			512,651		—		—			—		512,733
Issuance of common shares - Private placement		17,807,229		1,781		(2,530,508	)		9,662,219		—		—			—		7,133,492
Balance at December 31, 2025 (unaudited)		34,427,559	$	3,443	$	(2,530,508	)	$	22,681,315	$	86,099	$	(8,278,951	)	$	217,293	$	12,178,691

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

F-4

LAKESIDE HOLDING LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~PERIOD~~SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2025 AND 2024

(UNAUDITED)

	For the Three Months Ended September 30,
	For the Six Months Ended December 31,
	2025			2024
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(12,~~357~~940,~~216~~897	)	$	(13,~~335~~282,~~407~~227	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation – G&A		2554,~~898~~670			1750,~~995~~804
Depreciation – cost of revenue		2448,~~667~~305			1836,~~164~~328
Amortization of intangible asset		2142,~~371~~742			—
Straight line lease expense of operating leases		527,261			466,723
Amortization and interest expense of operating lease assets		1,054,794			989,003
Depreciation of right-of-use finance assets		817,~~600~~200			715,~~595~~480
Amortization of discount and bond issuance cost		69,602			—
Provision of allowance for expected credit loss on accounts receivable		82,151			1,956
Provision of allowance for expected credit loss		83,325			12,837
Provision of allowance for expected credit loss on loan receivable		288,000			—
Deferred tax expense		(21,989	)		89,581
Amortization of discount and bond issuance cost		98,835			—
Interest income		(60,561	)		—
Deferred tax expense		(23,494	)		89,581
Stock-based compensation expense for consulting services		359,239			—
Interest income		(100,052	)		—
Stock-based compensation expense for consulting services		940,860			—
Changes in operating assets and liabilities:
Accounts receivable – third parties		(~~279~~932,~~024~~852	)		~~282~~424,~~864~~648
Accounts receivable – related parties		43(47,~~435~~610	)		~~257~~565,~~924~~766
Note receivable		51,279			—
Note receivables		65,152			—
Contract assets		6950,~~662~~142			8898,~~205~~118
Inventories, net		(3527,~~452~~802	)		—(10,328	)
Right of return assets		61,133			—
Right of return asset		70,169			—
Other receivable – related parties		(82143,~~118~~789	)		(77241,~~812~~702	)
Prepayment, deposit and other receivable – third parties		(2,935,837	)		(176,572	)
Prepayment, deposit and other receivable		(2,856,298	)		(112,620	)
Accounts payables – third parties		45404,~~114~~825			~~(402~~28,~~895~~285	)
Accounts payables – related parties		39135,~~445~~197			(156,~~850~~165	)
Contract liabilities		1835,~~175~~428			—
Accrued expense and other payables		37389,~~887~~301			~~(24~~312,~~876 ）~~722
Refund liabilities		~~121~~71,~~571~~761			—
Tax payable		4594,~~704~~806			—
Operating lease liabilities		(~~897~~1,~~689~~341,522	)		(~~470~~742,~~260~~649	)
Net cash used in operating activities		(4,~~016~~469,~~518~~978	)		(1,~~402~~933,~~784~~000	)
Cash flows from investing activities:
Purchase of property and equipment		—			(5,772	)
Purchase of furniture and equipment		—			(36,072	)
Prepayment for system installation		—			(32,507	)
Payment for leasehold improvement		—			(75,008	)
Loan to related parties		(108,800	)		—
Net cash payment for asset acquisition		—			(552,721	)
Net cash used in investing activities		(108,800	)		(38,279	)
Loan to a third party		(7,037,190	)		(686,697	)
Loan to a related party		(108,800	)		—
Net cash used in investing activities		(7,145,990	)		(1,350,498	)
Cash flows from financing activities:
Proceeds from loans		1,~~237~~644,~~766~~523			—195,000
Repayment of loans		(~~228~~597,~~997~~546	)		(~~265~~339,~~456~~914	)
Repayment of principal of convertible debts		(334,346	)		—
Repayment of principal of convertible debt		(399,615	)		—
Repayment of equipment and vehicle loans		(2040,~~530~~666	)		(2755,~~990~~877	)
Principal payment of finance lease liabilities		(816,~~085~~290	)		(714,~~632~~964	)
Advances from Hupan Pharmaceutical prior to acquisition		—			276,365
Proceeds from initial public offering, net of share issuance costs		—			5,351,281
Proceeds from a private placement		37,~~000~~133,~~000~~492			—
Advance to a third party		(181,166	)		—
Advanced to related parties		(62,779	)		(311,185	)
Advances to related parties		(195,296	)		(126,227	)
Advance from a related party		260,144			—
Proceeds from shareholders		~~142~~174,~~826~~626			—
Proceeds from related party		260,144			—
Repayment to shareholders		—			(805,345	)
Repayment to shareholders		-			(879,574	)
Net cash provided by financing activities		8,095,889			4,295,361
Net cash provided by financing activities		3,672,316			4,044,402
Effect of exchange rate changes on cash		205,457			(11,999	)
Effect of exchange rate changes on cash		36,578			12,386
Net (decrease) increase in cash		(3,314,622	)		999,864
Net (decrease) increase in cash		(416,424	)		2,615,725
Cash, beginning of the period		4,956,060			123,550
Cash, end of the period	$	41,~~539~~641,~~636~~438		$	21,~~739~~123,~~275~~414
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income tax	$	1317,~~832~~043		$	—
Cash paid for interest	$	~~156~~354,~~637~~942		$	645,~~274~~953
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES
NON-CASH ACTIVITIES
Convertible notes converted to common shares	$	512,733		$	—
Right of use assets obtained in exchange for operating lease obligations	$	—		$	1,445,498
Issuance of common shares in exchange for consulting service	$	1,916,200			—
Right of use assets obtained in exchange for finance lease obligation	$	—		$	89,003
Property additions included in loan payable	$	69,219			—
SUPPLEMENTAL SCHEDULE OF NON-CASH IN INVESTING AND FINANCING ACTIVITIES
Right of use assets obtained in exchange for operating lease obligations	$	—		$	2,094,498
Additions to property and equipment included in loan payable	$	69,544		$	102,235
Additions to leasehold improvement and furniture and fixture through account payable	$	—		$	42,803
Settlement of due to shareholder and advance to related party	$	—		$	311,185
Convertible notes converted to common shares	$	512,733			—
Issuance of common shares in exchange for consulting service	$	4,422,700			—

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

F-5

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Lakeside Holding Limited (the “Company”), is a holding company established on August 28, 2023 under the laws of the State of Nevada. The Company, acting through its subsidiary, is primarily engaged in providing customized cross-border ocean freight solutions and airfreight solutions. On July 1, 2024, the Company closed its initial public offering (“IPO”) of 1,500,000 shares of its common stock at an IPO price of $4.50 per share for aggregate gross proceeds of approximately $6.75 million from the offering (Note 17). In connection with the offering, the Company’s common shares began trading on the Nasdaq Capital Market under the trading symbol “LSH.”

As of ~~September~~December 3031, 2025, ~~the~~ the Company’s subsidiaries are as follows:

Name	Date of Incorporation/ Acquisition	Jurisdiction of Formation	Percentage of direct/indirect Economic Ownership		Principal Activities	~~Principal Activities~~
Parent Company
Lakeside Holding Limited	August 28, 2023	Nevada	Parent	~~Parent~~	Holding company	~~Holding company~~
Subsidiaries/companies with ownership
American Bear Logistics Corp. (“ABL Chicago”)	February 5, 2018	Illinois	100%	~~100%~~	Logistics services	~~Logistics services~~
Sichuan Hupan Jincheng Enterprise Management Co., Ltd (“Sichuan Hupan”)	July 10, 2024	Sichuan, China	100%	~~100%~~	Exploring business opportunities in China	~~Exploring business opportunities in China~~
Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”)	November 21, 2024	Hubei, China	100%	~~100%~~	Medical injection and pharmaceutical distributor	~~Medical injection and pharmaceutical distributor~~
Smart Reserve Holding LTD	September 16, 2025	Cayman Islands	100%		Expected to be involved in digital asset business
Smart Reserve Inc	September 25, 2025	Cayman Islands	100%		Expected to be involved in digital asset business

~~Reorganization~~Basis of presentation and principles of consolidation

AThe ~~reorganization~~accompanying ofunaudited condensed ~~the~~consolidated ~~legal structure~~financial ~~was~~statements ~~completed~~have onbeen ~~September 23,~~prepared ~~2023~~in accordance with accounting principles generally accepted in the United States of America (“~~The~~U.S. ~~Reorganization~~GAAP”) and have been consistently applied. The ~~Reorganization~~accompanying ~~involved~~unaudited ~~the~~condensed ~~incorporation~~consolidated financial statements include the financial statements of Lakeside Holding Limited and ~~the~~its ~~transfer~~subsidiaries. ~~the~~All ~~shares~~inter-company ofbalances ~~American~~and ~~Bear~~transactions have ~~Logistics~~been ~~Corp~~eliminated ~~(“ABL~~upon ~~Chicago”) to the Company~~consolidation.

~~Prior to the Reorganization,~~Going Mr. Henry Liu, the Chief Executive Officer (“CEO”), and Mr. Shuai Li, the President, each owned 50% equity interest of the ABL Chicago (collectively, the “Controlling Group”). On September 23, 2023, the Controlling Group transferred their 100% equity interest in ABL Chicago to the Company for a consideration of $1,000. Upon this Reorganization, the Company ultimately owns 100% equity interest of ABL Chicago.concern

AsThe ~~part~~accompanying ofcondensed ~~the~~consolidated ~~series~~financial ~~of reorganization~~statements ~~transactions~~have tobeen beprepared ~~completed~~assuming ~~before~~that the ~~offering,~~Company awill ~~120-for-1 share~~continue ~~split~~as a ~~was~~going ~~conducted by the Company on March 29~~concern, ~~2024.~~ ~~After~~which ~~the~~contemplates ~~share split,~~ the ~~issued~~realization ~~share~~of ~~capital~~assets ofand the ~~Company~~discharge ~~consists~~ of ~~$600~~liabilities ~~divided~~in ~~into~~the ~~6,000,000~~normal ~~common~~course ~~shares,~~of ~~par~~business ~~value~~for the offoreseeable $0future.~~0001 each.~~

As of December 31, 2025, the Company had an accumulated deficit of approximately $8.3 million. For the six months ended December 31, 2025, the Company incurred a net loss of approximately $2.9 million and the net cash used in operating activities was approximately $4.5 million. Losses have principally occurred as a result of the substantial resources required for general and administrative expenses associated with our operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its external financing. The Company currently plans to fund its operations and support its ongoing acquisition projects mainly through cash flow from loans, issuance of notes and additional equity financing from outside investors, if necessary, to ensure sufficient working capital. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These factors, among others, raise the substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provide the opportunity for the Company to continue as a going concern.

F-6

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

Reorganization (cont.)

Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same Controlling Group, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.

On July 1, 2024, the Company closed its IPO of 1,500,000 shares of its common stock at an IPO price of $4.50 per share for aggregate gross proceeds of approximately $6.75 million from the offering. The total net proceeds to the Company from the IPO, after deducting discounts, expense allowance, deferred IPO cost and expenses, were approximately $5.35 million (Note 17).

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The accompanying unaudited condensed consolidated financial statements include the financial statements of Lakeside Holding Limited and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.

Use of estimates and assumptions

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes 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 revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements. Significant accounting estimates required to be made by management include allowance for credit losses on account receivable and loan receivable from a third party, return liabilities, percentage of performance obligation completed at the reporting period, the measurements of convertible debts with accompanying warrants. The Company evaluates its estimates and assumptions on an ongoing basis and its estimates on historical experience, current and expected future conditions and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions.

Cash

Cash consists of unrestricted balances held with banks and deposits at banks or other financial institutions, which are available for withdrawal or use and have original maturities of three months or less. The Company maintains its bank accounts in the United States, which are insured by Federal Deposit Insurance Corporation (“FDIC”) at a limit of $250,000 per depositor, and in mainland China, which are insured by the People’s Bank of China Financial Stability Department (“FSD”) while there is a RMB 500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank.

As of ~~September~~December 3031, 2025 ~~and~~ and June 30, 2025, the Company had approximately $41.56 million and $5.0 million of cash in banks, most held in the banks located in the ~~mainland~~ mainland of China and in the United States, respectively. Most of cash balance as of ~~September~~December 3031, 2025 and June 30, 2025 were denominated in RMB.

Accounts receivable, net

Accounts receivables are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. The Company grant credit to customers, without collateral, under normal payment terms. The Company uses a loss rate method to estimate allowance for credit losses for accounts receivable from cross-border freights solutions and aging schedule to estimate the allowance for credit losses for accounts receivable from distribution of pharmaceutical products respectively. Loss-rate approach is based on the historical loss rates. The Company evaluates the expected credit loss of accounts receivable based on customer financial condition and historical collection information adjusted for current market economic conditions and forecasts of future economic performance when appropriate. For those past due balances over one year and other higher risk receivables identified by the Company are reviewed individually for collectability. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected. As of December 31, 2025 and June 30, 2025, the Company recorded the allowance of credit loss of $171,609 and $87,728, respectively.

F-7

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accounts receivable, net

Accounts receivables are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. The Company grant credit to customers, without collateral, under normal payment terms. The Company uses a loss rate method to estimate allowance for credit losses for accounts receivable from cross-border freights solutions and aging schedule to estimate the allowance for credit losses for accounts receivable from distribution of pharmaceutical products respectively. Loss-rate approach is based on the historical loss rates. The Company evaluates the expected credit loss of accounts receivable based on customer financial condition and historical collection information adjusted for current market economic conditions and forecasts of future economic performance when appropriate. For those past due balances over one year and other higher risk receivables identified by the Company are reviewed individually for collectability. The Company writes off potentially uncollectible accounts receivable against the allowance for credit losses if it is determined that the amounts will not be collected. As of September 30, 2025 and June 30, 2025, the Company recorded the allowance of credit loss of $171,613 and $87,728, respectively.

Notes receivable, net

Notes receivable represents bank acceptance notes issued by financial institutions in the People’s Republic of China (“PRC”), typically received from customers as settlement for trade receivables. These notes are payable at a specified future date and are guaranteed by the issuing bank.

As of ~~September~~December 3031, 2025 ~~and~~ and June 30, 2025, the Company held notes receivable totaling $~~13,873~~nil and $65,152, all of which are expected to be collected within twelve ~~months~~ months and are classified as current assets. The Company recognized $nil allowance for expected credit loss on bank notes receivable during the reporting periods, as all the acceptance notes were endorsed to suppliers for accounts payable payments.

Loan receivable from a third party and allowance for credit losses

Loans receivable from a third party are recorded at amortized cost, representing the principal amount and interest receivable outstanding net of any allowance for credit losses (see Note 5). The Company accounts for credit losses under ASC Topic 326, Financial Instruments—Credit Losses, which requires the immediate recognition of estimated credit losses expected to occur over the remaining life of the financial asset. The Company determines the allowance for credit losses by utilizing a Probability of Default (“PD”) and Loss Given Default (“LGD”) methodology. As of December 31, 2025 and June 30, 2025, the Company recorded an allowance for expected credit losses of $288,000 and $nil related to its loan receivable from a third party.

Inventories, net

Inventories are stated at the lower of cost or net realizable value, using the first-in, first out (FIFO) method. Costs include the cost of pharmaceutical products. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories. Net realizable value is estimated using selling price in the normal course of business less any costs to complete and sell products. As of ~~September~~December 3031, 2025 and June 30, 2025, the Company did not record any inventory provision.

Investment in other entity

The Company assesses its investment in ABL Wuhan and determines that no significant influence over investee existed, as defined in ASC 323-10-15-6, and therefore accounts for the investment used the measurement alternative under ASC 321-10-35-2. Under this approach, the investment is measured at cost, and adjusted for impairments, with changes recognized in net income. The investment in other entity that does not report net asset value is subject to qualitative assessment for indicators of impairments.

On August 4, 2023, ABL Wuhan ceased to be the Company’s subsidiary and became the Company’s long-term investment. As of ~~September~~December 3031, 2025 ~~and~~ and June 30, 2025, the Company’s investment in ABL Wuhan amounted to $15,741 and $15,741 respectively, and no impairment charges ~~was~~ was recorded.

F-8

LAKESIDE HOLDING LIMITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows:

		Useful life
Furniture and fixtures		3 – 7 years
Machinery equipment		3 – 5 years
Vehicles		5 years
Software		3 years
Leasehold improvement		Lesser of the lease term or estimated useful lives of the assets

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in other income or expenses in the unaudited condensed consolidated statements of income (loss) and other comprehensive income (loss).

F-8

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Intangible Assets, net

Intangible assets consist primarily of business license acquired from asset acquisition. It grants the Company the right of selling and distributing pharmaceutical products and solutions in mainland China.

Intangible assets are stated at cost less accumulated amortization. The license is amortized using the straight-line method over the estimated useful economic life of 5 years.

Accounts payable

The account payables are derived from logistics and forwarding service providers and from the pharmaceutical products supplier. Balances due to logistics service providers are typically settled within 7 to 30 days, while payables to pharmaceutical product suppliers are generally settled within 60 days.

Impairment of long-lived asset

Long-lived assets, including plant, property and equipment and intangible asset, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Company reviews the impairment of its right-of-use assets and intangible asset consistent with the approach applied for its other long-lived assets. No impairment charge was recognized for the three months ~~ended~~and ~~September~~six ~~30,~~months ended December 31, 2025 and 2024, respectively.

Asset acquisition

When an acquisition is related to a single asset or a group of similar assets, or does not meet the definition of a business combination, as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability (see Note 21).

F-9

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Asset acquisition

Leases

The Company evaluates the contracts it entered into to determine whether such contracts contain leases at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee.

Operating Leases

A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lease as an operation lease. Operating leases are included in the line items right-of-use (ROU) asset, lease liabilities, current, and lease liabilities, non-current in the unaudited condensed consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. For operating leases, the Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The Company measures ROU assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.

For leases with lease term less than one year (short-term leases), the Company has elected not to recognize a lease liability or ROU asset on its unaudited condensed consolidated balance sheet. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its unaudited condensed consolidated statements of operations and cash flows.

Finance leases

Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. Lease cost for finance leases where the Company is the lessee includes the amortization of the ROU asset, which is amortized on a straight-line basis and recorded to “Depreciation of right-of-use finance asset” and interest expense on the finance lease liability, which is calculated using the interest method and recorded to “Interest expense”. Finance lease ROU assets are amortized over the shorter of their estimated useful lives or the terms of the respective leases. If the Company is reasonably certain to exercise the option to purchase the underlying asset at the end of lease term, the finance lease ROU assets are amortized to the end of useful life of the assets on a straight-line basis.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

F-10

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Fair value of financial instruments

ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

	Level 1 —	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities

	Level 2 —	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

	Level 3 —	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying value of cash, accounts receivable from third parties and related parties, due to shareholders, other receivables, other receivable from related parties, contract assets, loan receivable balance from a third party, loan receivable from related parties, accounts payable, convertible debts - current, loan payable to a related party, other payables and accrued expenses and other current liabilities approximate fair value due to their short-term nature. For lease liabilities, loan payable to a related party and loans payable, their carrying value approximate the fair value at the year-end, as the interest rates used to discount the host contracts approximate market 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 nor non-recurring basis as of ~~September~~December 3031, 2025 and June 30, 2025.

Convertible debts

In accordance with ASC 470, Debt (“ASC 470”) the Company records its 7% original issue discount secured convertible promissory notes (“Notes”) at the aggregate principal amount, less discount. The Company evaluated the loan portion of the Notes with the conversion feature and the detachable warrant under the guidance of ASC 470-20, “Debt with Conversion and Other Options, as amended by ASU 2020-06” and ASC 815, “Derivatives and Hedging.” The Company determined that the warrant met the criteria for equity classification under ASC 815-40. Accordingly, the fair value of the warrant was recorded as a component of additional paid-in capital. Following the adoption of ASU 2020-06, the Notes are recorded as a single unit within liabilities in the unaudited condensed consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium. The Convertible debt is subsequently accounted for at amortized cost in accordance with the interest method described in ASC 835-30 (see Note 13).

F-11

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Convertible debts (cont.)

Debt issuance costs

Direct and incremental costs and original issue discounts and premiums incurred in connection with the issuance of long-term debt are deferred and amortized to interest expense using the effective interest method or, if the amounts approximate the effective interest method, on a straight-line basis. All debt issuance costs are presented as a direct reduction of debt on the unaudited condensed consolidated balance sheets. Approximately $6929,~~602~~233 and $98,835 were amortized to interest expense during the three and six months ended ~~September~~December 3031, 2025.

Common stock warrants

The Company evaluates common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company assesses whether common stock warrants are freestanding financial instruments and whether they meet the criteria to be classified in stockholders’ equity, or classified as a liability. Where common stock warrants do not meet the conditions to be classified in equity, the Company assesses whether they meet the definition of a liability under ASC 815.

Revenue recognition

The Company adopted ASC Topic 606 “Revenue from Contracts with Customers” and all subsequent ASUs that modified ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

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

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

F-12

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition (cont.)

The Company generates revenue from providing cross-border ocean and airfreight solutions and distribution of pharmaceutical products. No practical expedients were used when adoption ASC606. Revenue recognition policies are as follows:

Revenue from cross-border freights solutions

The Company provides comprehensive services in the United States for customers to transport goods from overseas to the United States and from the United States to overseas. Operating under service contracts, for goods entering the United States, after the goods arrive at a U.S. seaports or airports, the Company offers customs clearance, container unloading, storage, unpacking, packing, and transportation services to the locations specified by the customers. For customers shipping goods overseas, the Company provides cargo space arrangements, storage, packing, export customs clearance, and arranges transportation to seaports or airports for loading.

The transaction price is determined based on the range of services provided and the volume of goods. The Company considers these comprehensive services as one performance obligation since these promises are not distinct within the context of the contract, and the bundle of integrated services represents a combined output. This performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another.

For goods entering the United States, the Company determines that the performance period for revenue recognition is between the pickup date and the date of completing delivery. For customers shipping goods overseas with cargo space booking service, the Company determines that the performance period for revenue recognition is between the container or cargo space confirmed date and the date of arrival at destination. For customers shipping goods overseas without cargo space booking service, the Company determines that the performance period for revenue recognition is between pickup date and the date when the goods depart from airport or port. The performance period may be estimated if the date of completing delivery or the departure date or arrival date has not occurred by the reporting date. The Company has determined that revenue recognition over 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. Determining the performance period and the progress of the transportation as of the reporting date requires management’s estimation and judgement, which may impact the timing of revenue recognition.

Revenue from distribution of pharmaceutical products

For customers with goods entering the United States, we offer customs clearance, container unloading, storage, unpacking, packing, and transportation services to customer-specified locations after the goods arrive at a U.S. seaport or airport. For customers shipping goods overseas, we provide cargo space arrangement, storage, packing, export customs clearance, and transportation to the seaport or airport for loading. The performance obligation is satisfied over time as customers receive the benefits of these services during the process of transporting goods from one location to another. As a result, we recognize revenue over time. We believe that the methodology employed is comparable to that of other global logistics companies and offers faithful depiction of the services rendered to customers.

The Company generates revenue from the distribution of pharmaceutical and medical products. The Company orders products from the manufacturer, receives and carries the product at a designated warehouse, and delivers the product directly to its customers’ warehouses or designated locations. Revenue is recognized at a point in time when control of goods is transferred to the customers upon goods delivered to the customers and accepted by the customers.

F-13

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition (cont.)

Revenue from distribution of pharmaceutical products

Principal and agent considerations

In the Company’s transportation business, the Company utilizes independent contractors and third-party carriers and related party carriers in the performances of some transportation services as and when needed. U.S. GAAP requires us to evaluate, using a control model, whether the Company itself promises to provide services to the customers (as a principal) or to arrange for services to be provided by another party (as an agent). Based on the Company’s evaluation using a control model, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements. Revenue and the associated purchased transportation costs are both reported on a gross basis within the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

In the Company’s distribution of pharmaceutical products business, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements under the fact that the Company controls the goods before they are transferred to customers, bears inventory risk, and has discretion in establishing pricing. As a principal, the Company recognizes revenue on a gross basis within the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

Disaggregation of revenues

The Company disaggregates its revenue from types of services providing and the customer geographic of its customers, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.

The Company’s disaggregation of revenues for three months ended December 31, 2025 and 2024 are disclosed as below:

By service/product type

	For the Three Months Ended December 31,
	2025		2024
Cross-border ocean freights solutions	$	945,533	$	1,374,805
Cross-border airfreights solutions		3,624,461		2,002,698
Distribution of pharmaceutical products		2,442,639		218,086
Total revenue	$	7,012,633	$	3,595,589

F-14

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition (cont.)

~~The~~By ~~Company’s~~service/product ~~disaggregation~~type ~~of revenues for three months ended September 30, 2025 and 2024 is disclosed as below:~~(cont.)

	For the Three Months Ended December 31,
	2025		2024
Timing of revenue recognition:
Service transferred over time	$	4,569,994	$	3,377,503
Product sales at a point in time		2,442,639		218,086
Total revenue	$	7,012,633	$	3,595,589

By customer geographic location

	For the Three Months Ended December 31,
	2025		2024
Asia-based customers	$	6,534,316	$	2,968,288
U.S.-based customers		478,317		627,301
Total revenue	$	7,012,633	$	3,595,589

The Company’s disaggregation of revenues for six months ended December 31, 2025 and 2024 are disclosed as below:

By service/product type

	For the three months ended September 30,
	For the Six Months Ended December 31,
	2025		2024
Cross-border ocean freights solutions	$	12,~~434~~380,~~864~~397	$	13,~~836~~211,~~591~~396
Cross-border airfreights solutions		36,~~327~~951,~~010~~471		24,~~244~~247,~~963~~661
Distribution of pharmaceutical products		13,~~338~~780,~~015~~654		-218,086
Total revenue	$	613,~~099~~112,~~889~~522	$	47,~~081~~677,~~554~~143

	For the three months ended September 30,
	For the Six Months Ended December 31,
	2025		2024
Timing of revenue recognition:
Service transferred over time	$	49,~~761~~331,~~874~~868	$	47,~~081~~459,~~554~~057
Product sales at a point in time		13,~~338~~780,~~015~~654		-218,086
Total revenue	$	613,~~099~~112,~~889~~522	$	47,~~081~~677,~~554~~143

By customer geographic location

	For the three months ended September 30,
	For the Six Months Ended December 31,
	2025		2024
Asia-based customers	$	511,~~354~~889,~~874~~190	$	25,~~809~~777,~~636~~923
U.S.-based customers		~~745~~1,~~015~~223,332		1,~~271~~899,~~918~~220
Total revenue	$	613,~~099~~112,~~889~~522	$	47,~~081~~677,~~554~~143

Contract assets

Contract assets represent estimated amounts for which the Company has the right to consideration for the services provided while a delivery is still in-transit and has not yet invoiced the customer. The estimated contract asset is based on the estimated completion percentage of the performance obligation. We believe that customers simultaneously benefit from the comprehensive services we provided. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. As of September 30, 2025 and June 30, 2025, the Company recorded contract assets of $49,392 and $119,054 respectively.

F-15

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Contract assets

Contract assets represent estimated amounts for which the Company has the right to consideration for the services provided while a delivery is still in-transit and has not yet invoiced the customer. The estimated contract asset is based on the estimated completion percentage of the performance obligation. We believe that customers simultaneously benefit from the comprehensive services we provided. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. As of December 31, 2025 and June 30, 2025, the Company recorded contract assets of $68,912 and $119,054 respectively.

Contract liabilities

Contract liabilities represent estimated advances received from customers. The contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting period. Contract liabilities are recognized when the Company receives prepayment from customers resulting from purchase order. Contract liabilities will be recognized as revenue when the products are delivered. As of ~~September~~December 3031, 2025 and June 30, 2025, the Company recorded contract liabilities of $3350,~~530~~783 and $15,355, which will be recognized as revenue upon delivery of the ~~products~~ products and the acceptance by the customers. For the ~~three~~six months ended ~~September~~December 3031, 2025, the amounts transferred from contract liabilities to to revenue at the beginning of the fiscal period were $15,355.

Refund liabilities and right of returned assets

Refund liabilities ~~represent~~ represent the estimated amount of consideration expected to be refunded to customers and are recorded at the time revenue is recognized. ~~Refund~~ Refund allowances are recorded as a reduction in sales with corresponding refund liabilities, and the estimated cost of refunded inventory is is recorded as a reduction to cost of sales and an increase of right of return assets. The estimate is based on historical refund patterns, current trends, and contractual terms. If actual results differ from the estimates, the Company revises its estimated refund liabilities accordingly. Each period end, the Company reviews and reassesses the adequacy of its recorded refund liabilities and adjusts the amount as necessary. As of ~~September~~December 3031, 2025 and June 30, 2025, the Company recorded refund liabilities of $~~198~~148,~~806~~996 and $77,235, respectively on the unaudited condensed consolidated balance sheet. As of ~~September~~December 3031, 2025 and June 30, 2025, the Company recorded right of return asset of $8071,~~554~~518 and $141,687, respectively on the unaudited condensed consolidated balance sheet.

Cost of revenues

In the Company’s transportation business, cost of revenue primarily consists of the transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which includes operating and financing lease-related costs, the depreciation expenses of property and equipment, and others miscellaneous items.

In the Company’s distribution of pharmaceutical products business, cost of revenues primarily consists of cost of products.

Selling expenses

Selling expenses primarily include salaries expense, advertising expense, ~~software~~marketing expense of a system, and traveling expense of sales team engaged in developing ~~potential~~ potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.

General and administrative expenses

General and administrative expenses primarily include salaries and staff benefits, repair and maintenance expense, depreciation on property and equipment, lease expenses of warehouses used for administrative purpose and office premises, travelling and entertainment, bank charges, legal and professional fees, insurance expenses and other office expenses.

F-16

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

General and administrative expenses

401(k) benefit plan

401(k) benefit plan ~~covers~~ covers substantially all employees and allows voluntary employee contributions up to the annually adjusted Inland Revenue Service (“IRS”) dollar limit. These voluntary contributions are matched equal to 100% of the first 3% of the employee’s compensation contributed and 50% of contributions exceeding 3% of eligible compensation, not to exceed 5% of the total eligible compensation. The employees’ voluntary contributions and the Company’s matching contributions are 100% vested immediately. The Company adopted the 401(k) benefit plan from April 2022. The expense related to matching employees’ contributions was $78,~~495~~397 and $86,~~982~~896 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively. The expense related to matching employees’ contributions was $15,892 and $15,878 for the six months ended December 31, 2025 and 2024, respectively.

Employee defined contribution plan

Full-time employees of the Company in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to them. Chinese labor regulations require that the Company make contributions to the government for these benefits based on government prescribed percentage of the employee’s salaries. The Company has no legal obligation for the benefits beyond the contributions. The total amount was expensed as incurred. For the three months ended ~~September~~December 3031, 2025 and 2024, employee welfare contribution expenses amounted to approximately $149,~~323~~535 and $11,225, respectively. For the six months ended December 31, 2025 and ~~nil~~2024, employee welfare contribution expenses amounted to approximately $23,858 and $11,225, respectively.

Value added tax (“VAT”)

Revenue represents the invoiced value of goods and service, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of products sold or services provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing.

Rental income

The Company subleased portion of its offices area, warehouse and parking lots to third parties and related parties. The Company recognizes rental income over the sublease period. For the three months ended ~~September~~December 3031, 2025 and 2024, the Company recognized rental income amounted to $8682,122 and $ ~~101~~87,~~067~~227, respectively, For the six months ended December 31, 2025 and 2024, the Company recognized rental income amounted to $168,244 and $188,294, respectively, included in other income, net on the unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

Income taxes

The Company’s U.S. subsidiaries are subjected to U.S. federal income tax at 21% and the 7.0% state tax and the 2.5% replacement tax in the state of Illinois.

F-17

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income taxes ~~(cont.)~~

The Company’s U.S. subsidiaries are subjected to U.S. federal income tax at 21% and the 7.0% state tax and the 2.5% replacement tax in the state of Illinois.

The Company’s PRC subsidiaries are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to 25% enterprise income tax rate.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Company accounts for ~~uncertain~~ uncertain tax positions in accordance with FASB ASC Topic No. 740, Accounting for Uncertainty in Income Taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax ~~examination~~ examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being ~~realized~~ realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of ~~September~~ 30December 31, 2025 and June 30, 2025, the Company did not have a liability for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company’s historical tax years will remain open for examination by the local authorities until the statute of limitations has passed.

Statutory reserves

The Company’s PRC subsidiaries are required to allocate at least 10% of their after-tax profit to the general reserve in accordance with the PRC accounting standards and regulations. The allocation to the general reserve will cease if such reserve has reached to 50% of the registered capital of respective company. These reserves can only be used for specific purposes and are not transferable to the Company in form of loans, advances, or cash dividends. There is no such regulation of providing statutory reserve in United States. The statutory reserve as determined pursuant to PRC statutory laws totaled approximately $7486,~~608~~099 and $63,416 as of ~~September~~December 3031, 2025 and June 30, 2025, respectively.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

F-18

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Basic and diluted earnings (loss) per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) ~~divided~~ divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three months and six months ended ~~September~~December 3031, ~~2025~~ 2025 and 2024, the Company reported a net loss. As a result, all potentially dilutive securities, including the convertible debenture, ~~were~~ were excluded from the calculation of diluted loss per share because their inclusion would have been antidilutive.

Foreign currency transactions

Our reporting currency is the U.S. dollar. The functional currency of our operations, except for Sichuan Hupan and Hupan Pharmaceutical, is the U.S. dollar. The functional currency of Sichuan Hupan and Hupan Pharmaceutical is the RMB. The assets, liabilities, revenues, and expenses of Sichuan Hupan and Hupan Pharmaceutical are remeasured in accordance with ASC 830. For the three and six months ended ~~September~~December 3031, 2025, assets and liabilities of Sichuan Hupan and Hupan Pharmaceutical are translated into U.S. dollars based upon exchange rates prevailing at at the end of the year. Revenues and expenses of Sichuan Hupan and Hupan Pharmaceutical are translated at average exchange rates during ~~the~~ the reporting period. The resulting translation adjustment is included in accumulated other comprehensive loss.

The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:

		September 30, 2025
		December 31, 2025
Balance sheet items, except for equity accounts		US$1=RMB 76.~~1190~~9931
Items in the statements of income and cash flows		US$1=RMB 7.~~1570~~1235

		September 30, 2024
		December 31, 2024
Balance sheet items, except for equity accounts		US$1=RMB 7.~~0176~~2993
Items in the statements of income and cash flows		US$1=RMB 7.~~1641~~1767

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingency liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

F-19

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Commitments and contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Concentrations and risks

a. Concentration of credit risk

The Company estimates credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash, accounts receivable, contract assets, other receivable, other receivable from related parties, loan receivable balance from a third party and loans receivable from related parties. The Company has designed their credit policies with an objective to minimize their exposure to credit risk.

The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains majority of bank accounts in mainland China, where there is a RMB 500,000 deposit insurance limit for a legal entity’s aggregated balance at each bank. As of ~~September~~December 3031, 2025 and June 30, 2025, three and four banks account exceeded the insured limit in mainland China, respectively. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in the mainland China.

The Company also has the ~~bank~~ bank accounts at financial institutions in the United States, where there is $250,000 standard deposit insurance coverage limit per depositor, per FDIC-insured bank and per ownership category. As of ~~September~~December 3031, 2025 and June 30, 2025, no bank balance exceeded the insured limit. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial ~~institutions~~ institutions in the United States.

The Company has adopted a credit policy of dealing with creditworthy counterparties to mitigate the credit risk from defaults. The management team conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for credit loss based on the individual customer’s financial condition, credit history, and the future economic conditions. ~~Other~~Except loan receivable from a third party, other receivable and loan receivable from related parties are monitored on an ongoing basis with the result that the Company’s exposure to impairment is not significant. As of ~~September~~December 3031, 2025 and June 30, 2025, ~~none~~the Company recognized an allowance for credit loss of $288,000 and nil on a loan receivable from a third party. No impairment was recorded on the Company’s other ~~receivable~~receivables ~~and~~or ~~loan~~loans receivable from related parties ~~are~~as ~~impaired~~of those dates.

b. Foreign exchange risk

Our subsidiaries in PRC have functional currency in RMB. PRC subsidiaries’ expense transactions are denominated in RMB and their assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the Chinese Yuan against the U.S. dollar is affected by the changes in China and United States economic conditions. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Also, considering the volume of its business, the impact of foreign exchange risk is limited.

c. Interest rate risk

The interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Our exposure to interest rate risk primarily relates to the interest rates from our lessors, convertible debenture and our private lenders. The shareholder loans bear no interest. We have not been exposed to material risks due to the fact that our leasing obligations’ interest rate and the private loan’s interest are fixed at commence date of the leases and loans and we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.

F-20

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentrations and risks (cont.)

b. Foreign exchange risk

c. Interest rate risk

d. Liquidity risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. Our objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet our liquidity requirements at any point in time. The Company monitors and analyzes its cash flow position, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. The Company typically funds the working capital needed primarily from operations, loans, shareholder advances to the Company, as well as the external financing activities.

e. Significant customers and suppliers

~~The~~For ~~Company~~the ~~had~~six ~~two~~months ended December ~~third-party~~31, ~~and~~2025, notwo ~~related~~third-party ~~customer~~customers ~~generated~~accounted ~~over~~for 1014% and 15%, respectively, of the Company’s total revenue. ~~for~~For the ~~three~~six months ended ~~September 30~~December 31, ~~2025.~~2024, ~~The Company had~~ two third-party customers ~~and~~represented no24% ~~related-party~~and ~~customer generated over 10~~13%, respectively, of the Company’s ~~accounts receivable~~total ~~as of September 30, 2025~~revenue.

~~The~~As ~~Company~~of ~~had~~December ~~two~~31, 2025, two third-party customers ~~and~~accounted ~~one~~for ~~related-party~~12% ~~customer~~and ~~generated over 10~~17% of the Company’s total ~~revenue~~accounts ~~for~~receivable, ~~the~~respectively. ~~three~~As ~~months~~of ~~ended~~June ~~September~~ 30, ~~2024.~~2025, ~~The Company had~~ three third-~~parties~~party ~~and~~customers noaccounted ~~related-party~~for ~~customer~~21%, ~~customers~~14% ~~generated~~and ~~over 10~~11% of the Company’s total accounts ~~receivable~~ ~~as of June 30~~receivable, ~~2025~~respectively.

~~The~~For ~~Company~~the ~~had~~six ~~one~~months ~~third-party~~ended December ~~supplier~~31, ~~and~~2025, notwo ~~related~~third-party ~~supplier~~vendors ~~represented~~accounted ~~over~~for 1014% and 19%, respectively, of the Company’s total cost of revenue. ~~for~~For the ~~three~~six months ended ~~September 30~~December 31, ~~2025.~~2024, ~~The Company had one third-party supplier and~~ no ~~related-party~~vendor ~~supplier~~accounted ~~represented~~for over than 10%, of the Company’s ~~accounts payable~~cost as of ~~September~~total ~~30, 2025~~revenue.

~~The~~As ~~Company~~of ~~had~~December no31, 2025, two third-party ~~supplier~~ ~~and~~vendors noaccounted ~~related-party~~for ~~supplier~~15% ~~represented~~and ~~over 10~~17% of the Company’s ~~cost~~total ofaccounts ~~revenue~~payable, ~~for~~respectively. ~~the~~As ~~three~~of ~~months~~June ~~ended September~~ 30, ~~2024.~~2025, ~~The Company had~~ one third-party vendor ~~supplier~~accounted ~~and~~for ~~no related-party supplier represented over 10~~38% of the Company’s total accounts ~~payable~~ ~~as of June 30, 2025~~payable.

Recent accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Derivatives and Hedging (Topic 815), or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a retrospective or a retrospective approach. The Company has adopted ASU 2020-06 using the retrospective approach during the three months ended September 30,2025.

F-21

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recent accounting pronouncements ~~(cont.)~~

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In April 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements. The amendments require the disclosure of (1) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; (2) an amount for other segment items by reportable segment and a description of its composition; and (3) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s). The amendments also provide disclosure requirements for interim periods and entities that have a single reportable segment. Details of segment reporting are set out in Note 2 and Note 19.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which improves income tax disclosures. The amendments require the disclosure of specific categories in rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disaggregated information about the amount of income taxes paid (net of refunds received), Income (or loss) from continuing operations before income tax expense (or benefit) and Income tax expense (or benefit) from continuing operations. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending June 30, 2026. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” and issued subsequent amendment within ASU 2025-01. The amendments require disaggregation disclosure for certain expense captions presented on the face of income statement, as well as additional disclosure about selling expenses. This guidance is effective for the Company for the year ending June 30, 2028 and interim reporting periods during the year ending December 31, 2029. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its disclosures.

In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also clarify some specific applications of induced conversion guidance and that the guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending June 30, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.

In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer and removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. This guidance is effective for the Company for the year ending June 30, 2028. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.

F-22

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recent accounting pronouncements (cont.)

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Scope Refinements. This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. The amendments are effective for the Company for the year ending June 30, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-07 on its unaudited condensed consolidated financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of the following:

	September 30, 2025			June 30, 2025
Accounts receivable – third-party customers	$	3,262,892		$	2,983,308
Less: allowance for credit loss – third-party customers		(171,613	)		(87,728	)
Accounts receivable from third-party customers, net	$	3,091,279		$	2,895,580
Accounts receivable – related party customers	$	352,896		$	396,331
Less: allowance for credit loss – related party customers		-			-
Total accounts receivable, net	$	352,896		$	396,331

Approximately $1.5 million or 44.9% of the accounts receivable from third party customers have been collected as of November 13, 2025.

Approximately $280,000 or 79.1% of the accounts receivable from related party customers have been collected as of November 13, 2025.

F-23

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 — ACCOUNTS RECEIVABLE, NET ~~(cont.)~~

~~The~~Accounts ~~movement~~receivable, ofnet ~~allowance for~~consists ~~credit~~of ~~loss for~~ the ~~three months ended September 30, 2025 and the year ended June 30, 2025 is as follows~~following:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Beginning balance	$	87,728		$	54,066
Accounts receivable – third-party customers	$	3,916,160		$	2,983,308
Provision of expected credit loss allowance		83,325			33,432
Less: allowance for credit loss – third-party customers		(171,609	)		(87,728	)
Effect of foreign exchange translation		560			230
Accounts receivable from third-party customers, net	$	3,744,551		$	2,895,580
Ending balance	$	171,613		$	87,728
Accounts receivable – related party customers	$	443,941		$	396,331
Less: allowance for credit loss – related party customers		-			-
Total accounts receivable, net	$	443,941		$	396,331

~~The~~Approximately ~~Company~~$2.1 ~~recorded addition~~million ofor ~~allowance~~54.7% ~~for credit loss~~ of ~~$83,325~~the ~~and~~accounts ~~$12,837~~receivable ~~for~~from ~~the~~third ~~three~~party ~~months~~customers ~~ended~~have ~~September~~been ~~30,~~collected ~~2025~~as ~~and~~of ~~2024~~February 9, ~~respectively~~2026.

Approximately $240,000 or 54.9% of the accounts receivable from related party customers have been collected as of February 9, 2026.

The movement of allowance for credit loss for the six months ended December 31, 2025 and the year ended June 30, 2025 is as follows:

	December 31, 2025		June 30, 2025
Beginning balance	$	87,728	$	54,066
Provision of expected credit loss allowance		82,151		33,432
Effect of foreign exchange translation		1,730		230
Ending balance	$	171,609	$	87,728

The Company recorded reversal of allowance for credit loss of $1,174 and $10,881 for the three months ended December 31, 2025 and 2024, respectively. The Company recorded addition of allowance for credit loss of $82,151 and $1,956 for the six months ended December 31, 2025 and 2024, respectively.

NOTE 4 — INVENTORIES, NET

Inventories, net consists of the following:

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Finished goods	$	~~131~~124,~~986~~336	$	96,534
Less: inventory allowance		-—		-—
Inventories, net	$	~~131~~124,~~986~~336	$	96,534

The Company recorded inventory allowance of $nil for the three months ended September 30, 2025.

NOTE 5 — LOAN TO A THIRD PARTY

On October 8, 2024, the Company entered into a loan agreement with a third party for a principal amount up to $2 million at a fixed interest rate of 4.35% per annum with a maturity date of twelve months. On July 3, 2025, the Company entered into an additional loan agreement with the same party, increasing the principal amount to up to $6 million, also bearing a fixed annual interest rate of 4.35% and maturing in twelve months. There is no pledge and guarantee from the third party and the loan is on demand and can be called by the Company. The loan balance was $253,107 and $11,380 as of September 30, 2025 and June 30, 2025. The Company recognized interest income of $60,561 in connection with this loan to a third party for the three months ended September 30, 2025.

NOTE 6 — PREPAYMENT, DEPOSIT AND OTHER RECEIVABLE – THIRD PARTY

	September 30, 2025			June 30, 2025
Prepayment and other deposits (a)	$	1,966,048		$	282,704
Rent deposits		271,279			271,207
Advance to suppliers (b)		2,809,382			-
Ending balance		5,046,709			553,911
Less: non-current portion		(98,327	)		(103,934	)
Current portion	$	4,948,382		$	449,977

(a) The Company entered several consulting agreements with third parties and issued shares for the services to be provided from July 2025 to August 2026. As of September 30, 2025, balance mainly represented the prepaid consulting services of $1.6 million.

(b) The Company entered a purchase agreement with a third party to purchase $2.8 million steel bar on September 15, 2025. As of September 30, 2025, $2.8 million has been paid to the supplier and the delivery is expected to be completed within 180 days after the prepayment.

F-24

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 — LOAN RECEIVABLE FROM A THIRD PARTY, NET

On October 8, 2024, the Company entered into a loan agreement with a third party providing for a principal amount of up to $2 million at a fixed interest rate of 4.35% per annum. This agreement was subsequently amended on July 3, 2025, to increase the available principal to $6 million, carrying a twelve-month maturity and the same fixed interest rate. On December 25, 2025, the facility was further expanded to a maximum principal amount of $10 million. As of December 31, 2025, all other terms and conditions of the original agreement remain unchanged, with the facility continuing to bear interest at a fixed rate of 4.35% per annum. The loan is unsecured and without a pledge or guarantee from the third party. As of December 31, 2025, and June 30, 2025, the gross loan balance was $7,148,622 and $11,380, respectively.

For the three and six months ended December 31, 2025, the Company recognized an expected credit loss allowance of $288,000 against the loan balance. The net carrying value of the loan as of December 31, 2025 was $6,860,622 and the Company expected to collect this amount in twelve months.

	December 31, 2025			June 30, 2025
Loan balance	$	7,148,622		$	11,380
Less: expected credit loss allowance		(288,000	)		—
Loan balance, net	$	6,860,622		$	11,380

The Company recognized interest income of $39,491 and $100,052 in connection with this loan receivable from a third party for the three and six months ended December 31, 2025.

NOTE 6 — PREPAYMENT, DEPOSIT AND OTHER RECEIVABLE – THIRD PARTY

	December 31, 2025			June 30, 2025
Prepayment and other deposits (a)	$	3,747,303		$	282,704
Rent deposits		271,486			271,207
Advance to suppliers (b)		2,873,260			—
Ending balance		6,892,049			553,911
Less: non-current portion		(98,927	)		(103,934	)
Current portion	$	6,793,122		$	449,977

(a)

The Company entered several consulting agreements with third parties and issued shares for the services to be provided from July 2025 to December 2026. As of December 31, 2025, balance mainly represented the prepaid consulting services of $3.5 million.

(b)

The Company entered a purchase agreement with a third party to purchase $2.9 million steel bar on September 15, 2025. As of December 31, 2025, $2.9 million has been paid to the supplier and the delivery is expected to be completed within 180 days after the prepayment.

F-25

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 7 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Furniture and Fixtures	$	7677,~~064~~956		$	75,901
Machinery equipment		~~290~~291,~~878~~679			290,818
Vehicles		~~393~~395,~~855~~108			324,267
Software		5,~~420~~517			5,386
Leasehold improvement		~~268~~271,~~782~~238			267,933
Subtotal		1,~~034~~041,~~999~~498			964,305
Less: accumulated depreciation		(~~625~~678,~~606~~696	)		(574,884	)
Property and equipment, net	$	~~409~~362,~~393~~802		$	389,421

Depreciation expense recorded in general and administrative expense was $2528,~~898~~772 and $1732,~~995~~809 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively. Depreciation expense recorded in cost of revenue was $2423,~~667~~638 and $18,164 for the three months ended ~~September~~December 3031, 2025 and 2024, respectively.

Depreciation expense recorded in general and administrative expense was $54,670 and $50,804 for the six months ended December 31, 2025 and 2024, respectively. Depreciation expense recorded in cost of revenue was $48,305 and $36,328 for the six months ended December 31, 2025 and 2024, respectively.

NOTE 8 — INTANGIBLE ASSETS, NET

Net intangible assets ~~consists~~consist of the following:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
License	$	418,867		$	418,867
Less: accumulated amortization		(7496,~~798~~169	)		(53,427	)
Intangible asset, net	$	~~344~~322,~~069~~698		$	365,440

On November 5, 2024, the ~~Company~~ Company purchased a license of pharmaceutical distribution in Mainland China through its acquisition of 100% equity interest in Hupan Pharmaceutical. The Company recognized the distribution license as an intangible asset of $418,867 based on the assessment of fair value at the purchase date, adjusted by deferred taxes impact on temporary tax differences in an asset acquisition using the simultaneous equations method. The transaction was closed on November 21, 2024. No impairment expense was recognized for the ~~three~~six months ended ~~September~~December 3031, ~~2025. Amortization~~ ~~expense of $21,371 was recognized for the three months ended September 30,~~ 2025.

~~NOTE~~Amortization 9expense of $21,371 was recognized for the three months ended December 31, 2025. —Amortization expense of $42,742 was recognized for the six months ended December 31, 2025. ~~LEASES~~

The Company has multiple lease agreements for warehouses, warehouse machinery and equipment and offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.F-26

F-25

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 9 — LEASES ~~(cont.)~~

~~Total~~The ~~operating~~Company ~~lease~~has ~~expenses~~multiple lease onagreements ~~offices,~~for warehouses, ~~and~~ warehouse machinery and equipment ~~for~~and ~~the~~offices. ~~three~~The ~~months~~Company’s ~~ended~~lease ~~September~~agreements ~~30,~~do ~~2025~~not ~~and~~contain ~~2024~~any ~~were~~material residual ~~$527,261~~value ~~and~~guarantees ~~$466,723,~~or ~~respectively~~material restrictive covenants.

Total ~~finance~~operating lease expenses on ~~warehouse~~offices, ~~machinery~~warehouses, and warehouse equipment for the three months ended ~~September~~December 3031, 2025 and 2024 were $10527,~~377~~533 and $8522,~~016~~281, respectively. ~~Depreciation of finance lease right-of-use assets were $8,600 and $7,595 for the three months ended September 30, 2025 and 2024, respectively.~~

Total operating lease expenses on offices, warehouses, and warehouse equipment for the six months ended December 31, 2025 and 2024 were $1,054,794 and $989,003, respectively

Depreciation of finance lease right-of-use assets were $8,600 and $7,886 for the three months ended December 31, 2025 and 2024, respectively.

Depreciation of finance lease right-of-use assets were $17,200 and $15,480 for the six months ended December 31, 2025 and 2024, respectively.

The following table includes supplemental cash flow and non-cash information related to leases:

	For the three months ended September 30,
	For the Six Months Ended December 31,
	2025		2024
Cash paid of amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	~~897~~1,~~689~~341,522	$	~~470~~742,~~260~~649
Operating cash flows from finance leases	$	13,~~777~~432	$	~~422~~1,951
Financing cash flows from finance leases	$	816,~~085~~290	$	714,~~632~~964
Right-of-use assets obtained in exchange for lease obligations:
Operating lease liabilities	$	-	$	1,~~244~~445,14498
Finance lease liabilities		-	$	89,003

The weighted average remaining lease terms and discount rates for all of operating lease and finance leases is as follows:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Weighted-average remaining lease term (years):
Operating lease		2.4945 years			2.44 years
Finance lease		32.0287 years			3.19 years
Weighted average discount rate:
Operating lease		7.1416	%		7.00	%
Finance lease		9.4560	%		9.32	%

F-2627

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 9 — LEASES (cont.)

The following is a schedule of maturities of operating and finance lease liabilities as of ~~September~~December 3031, 2025:

Operating leases

Twelve months ending September 30,	Repayment
Twelve months ending December 31,	Repayment
2026	$	1,~~745~~446,~~988~~467
2027		~~579~~585,~~656~~122
2028		~~599~~606,~~993~~252
2029		~~426~~285,~~315~~910
2030		~~11,483~~—
Total future minimum lease payments		32,~~363~~923,~~435~~751
Less: imputed interest		(~~321~~273,~~188~~432	)
Total operating lease liabilities	$	32,~~042~~650,~~247~~319

Financing leases

Twelve months ending September 30,	Repayment
Twelve months ending December 31,	Repayment
2026	$	5047,~~854~~667
2027		2221,~~917~~656
2028		21,656
2029		2118,~~656~~047
2030		~~1,805~~—
Total future minimum lease payments		~~118~~109,~~888~~026
Less: imputed interest		(1312,~~671~~014	)
Total finance lease liabilities	$	~~105~~97,~~217~~012

NOTE 10 — ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables comprise the following amounts relating to the operation of the Company

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Credit card payables	$	~~348~~300,~~156~~280	$	370,766
Payroll liabilities		~~543~~723,~~230~~645		378,358
Accrued expense		~~876~~777,~~258~~359		806,324
Other payables		~~390~~708,~~237~~011		564,546
Total	$	2,~~157~~509,~~881~~295	$	2,119,994

F-2728

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 — LOANS PAYABLE

The Company obtained multiple loans to finance the purchase of vehicles and warehouse machinery and obtained other loans to support its working capital needs.

The loan balance consists of the following:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Equipment loans (a)	$	2516,~~175~~080		$	34,645
Vehicle loans (b)		~~147~~138,~~035~~079			88,762
Other loans		2,~~246~~288,~~893~~054			1,237,103
Total		2,~~419~~442,~~103~~213			1,360,510
Less: loan payable, current		(2,~~271~~325,~~368~~149	)		(1,300,112	)
Loan payable, non-current	$	~~147~~117,~~735~~064		$	60,398

(a) Equipment loans

The Company made the total principal repayments of $9,~~470~~096 and $1311,~~755~~768 in connection with the equipment loans during the three months ended ~~September~~December 3031, 2025 and 2024, respectively. Interest expenses for the above-mentioned equipment loans amounted to $~~760~~560 and $1,~~640~~416 during the three months ended ~~September~~December 3031, 2025 and 2024, respectively. The Company did not have any new equipment loan during the three months ended ~~September~~ 30December 31, 2025.

The Company made the total principal repayments of $18,565 and $25,523 in connection with the equipment loans during the six months ended December 31, 2025 and 2024, respectively. Interest expenses for the above-mentioned equipment loans amounted to $1,321 and $3,056 during the six months ended December 31, 2025 and 2024, respectively. The Company did not have any new equipment loan during the six months ended December 31, 2025.

(b) Vehicle loans

During the ~~three~~six months ended ~~September~~December 3031, 2025, the Company entered into a new vehicle loan with Webank for a principal amount of $69,862 at a fixed interest rate of 1.92% per annum and matures in July, 2030. The loan is secured by the related vehicle, which has been pledged as collateral.

The Company made the total principal repayments of $1110,~~950~~151 and $1416,~~235~~119 in connection with the above vehicle loans during the three months ended ~~September~~December 3031, 2025 and 2024, respectively. Interest expenses for the above-mentioned above vehicle loans amounted to $1,~~146~~155 and $1 3,~~308~~136 during the three months ended ~~September~~December 3031, 2025 and 2024, respectively.

FThe Company made the total principal repayments of $22,101 and $30,354 in connection with the above vehicle loans during the six months ended December 31, 2025 and 2024, respectively. Interest expenses for the above-28mentioned above vehicle loans amounted to $2,301 and $ 4,444 during the six months ended December 31, 2025 and 2024, respectively.

F-29

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 — LOANS PAYABLE (cont.)

Other loans

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Loan A	$	120,000	$	120,000
Loan B		50,000		50,000
Loan C		50,000		50,000
Loan D		9590,000		95,000
Loan E		-		12,009
Loan F		~~12,500~~-		50,000
Loan G		~~8,181~~-		19,995
Loan H		99,975		99,975
Loan I		~~890~~668,~~359~~046		317,252
Loan J		10,000		10,000
Loan K		100,000		100,000
Loan L		~~136~~100,~~914~~000		50,003
Loan M		23,~~493~~916		23,347
Loan N		~~140~~142,~~469~~998		139,595
Loan O		82140,~~981~~771		99,927
Loan P		9889,~~689~~438		-
Loan Q		120,000		-
Loan R		~~208~~196,~~332~~179		-
Total	$	2,246,893	$	1,237,103
Loan S		286,731		-
Total	$	2,288,054	$	1,237,103

(a) The Company entered a loan of $300,000 with a third party on March 1, 2022. The loan is unsecured, with a fixed interest of 15% per annum and payable on monthly basis, for 6 months period and matured on September 1, 2022. On September 1, 2022, both parties agreed to extend the loan’s principal payment term to on demand. The Company did not make repayment during the three and six months ended ~~September~~December 3031, 2025.

(b) ~~The~~On June 27, 2025, the Company entered a loan of $~~200~~50,000 with a third party ~~on July 26, 2021~~. The loan is unsecured, with no interest bearing for a 6-month ~~months~~ period and matured on ~~January~~December 2527, ~~2022~~2025. The Company ~~paid~~did anot ~~principal~~made ofrepayment ~~$100,000~~ during the three and six months ended ~~September~~December 3031, ~~2021~~2025. ~~and~~On December 27,2025, both parties agreed to extend the ~~remaining~~loan’s principal ~~balance of $100,000~~ payment term to on demand. On April 8, 2024, the Company entered another loan of $100,000 with the same party. On June 27, 2025, the Company entered another loan of $50,000 with the same party. The loan is unsecured, with no interest bearing for a 6-month period and matured on December 27, 2025. The Company did not made repayment during the three months ended September 30, 2025.

(c) The Company entered a loan agreement of $50,000 with an employee on October 27, 2021. The loan is non-interest bearing, for a 12-month period, and matured on October 26, 2022. On October 26, 2022, both parties agreed to extend the loan term to on demand.

~~On October 26, 2022, both parties agreed to extend the loan term to on demand.~~F-30

F-29

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 — LOANS PAYABLE (cont.)

Other loans (cont.)

(d) The Company entered a loan agreement of $100,000 with a third party on July 3, 2023. The loan is non-interest bearing, for a 6-month period. On April 10, 2024, the Company entered another loan agreement of $75,000 with same party. The loan is non-interest bearing, for a 6-month period, and matured on September 9, 2024. The Company made repayment of $5,000 during the six months ended December 31, 2025. Both parties agreed to extend the remaining principal balance of $90,000 payment term to on demand.

(e) The Company entered a loan of $125,000 with a third party on August 17, 2023. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 16.00% per annum for 24 months period and matured on August 16, 2025. The monthly payment is $6,120 blending of interest and principal. (f) On ~~April~~October 1016, 2024, the Company entered ~~another~~ a loan ~~agreement~~of $150,000 with a third party. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 33.37% per annum and payable on monthly basis, for 12 months period and matured on October 16, 2025. The monthly payment is $7516,250 for the first six months and $13,250 for the remaining six months blending of interest and principal. (g) The Company entered a loan of $45,000 with ~~same~~a third party on November 5, 2024. The loan is ~~non-~~personally guaranteed by Henry Liu, the CEO, with a fixed interest ~~bearing~~ of 24.16% per annum and payable on monthly basis, for 12 months period and matured on November 5, 2025. The monthly payment is $4,259 blending of interest and principal. (h) The Company entered a loan of $99,975 with a third party on January 21, 2025. The loan is unsecured, with no interest bearing for 6~~-month~~ months period, and matured on ~~September 9~~July 21, ~~2024~~ 2025. ~~Both~~On July 21, 2025, both parties agreed to extend the remaining principal balance payment term to on demand. (i) The Company entered a loan of $350,000 with a third party on May 17, 2025. The loan is personally guaranteed by Henry Liu, the CEO, and Shuai Li, the Shareholder, with a fixed interest of 45.7% per annum and payable on weekly basis, for 52 weeks and matured on May 16, 2026. The weekly payment is $8,413 blending of interest and principal. On August 11, 2025, the Company refinanced its existing loan, increasing the principal amount to $1,000,000 under a new loan agreement. The loan bears a fixed interest rate of 45.7% per annum, is payable in weekly installments over 52 weeks, and matures on August 13, 2026. The loan is personally guaranteed by Henry Liu, the Company’s Chief Executive Officer, and Shuai Li, a shareholder. Under the loan agreement, the Company granted the lender a security interest in substantially all of the Company’s assets, whether now owned or hereafter acquired, including cash, accounts receivable, inventory, equipment, general intangibles, and proceeds thereof. The security interest secures all obligations under the loan agreement and is perfected through the filing of financing statements. The Company is required to make weekly blended payments of principal and interest of approximately $24,038.

(j) The Company ~~did~~entered ~~not~~a ~~make~~loan ~~repayment during~~of ~~the~~$10,000 ~~three~~with a third party on April 18, 2025. The loan is unsecured, with a fixed interest of 6% per annum for 6 months ~~ended~~period ~~September~~and 30matured on October 18, 2025. ~~Both~~On October 18, 2025, both parties agreed to extend the ~~remaining~~loan’s principal ~~balance of $95,000~~ payment term to on demand.

(e) The Company entered a loan of $125,000 with a third party on August 17, 2023. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 16.00% per annum for 24 months period and matured on August 16, 2025. The monthly payment is $6,120 blending of interest and principal. (f) On October 16, 2024, the Company entered a loan of $150,000 with a third party. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 33.37% per annum and payable on monthly basis, for 12 months period and matured on October 16, 2025. The monthly payment is $16,250 for the first six months and $13,250 for the remaining six months blending of interest and principal. (g) The Company entered a loan of $45,000 with a third party on November 5, 2024. The loan is personally guaranteed by Henry Liu, the CEO, with a fixed interest of 24.16% per annum and payable on monthly basis, for 12 months period and matured on November 5, 2025. The monthly payment is $4,259 blending of interest and principal. (h) The Company entered a loan of $99,975 with a third party on January 21, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on July 21, 2025. On July 21, 2025, both parties agreed to extend the remaining principal balance payment term to on demand. (i) The Company entered a loan of $350,000 with a third party on May 17, 2025. The loan is personally guaranteed by Henry Liu, the CEO, and Shuai Li, the Shareholder, with a fixed interest of 45.7% per annum and payable on weekly basis, for 52 weeks and matured on May 16, 2026. The weekly payment is $8,413 blending of interest and principal. On August 11, 2025, the Company refinanced its existing loan, increasing the principal amount to $1,000,000 under a new loan agreement. The loan bears a fixed interest rate of 45.7% per annum, is payable in weekly installments over 52 weeks, and matures on August 13, 2026. The loan is personally guaranteed by Henry Liu, the Company’s Chief Executive Officer, and Shuai Li, a shareholder. The Company is required to make weekly blended payments of principal and interest of approximately $24,038.F-31

(j) The Company entered a loan of $10,000 with a third party on April 18, 2025. The loan is unsecured, with a fixed interest of 6% per annum for 6 months period and matured on October 18, 2025. (k) The Company entered a loan of $100,000 with an unrelated party on June 30, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on December 30, 2025. (l) The Company entered a loan of $67,003 with a third party on April 10, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on October 10, 2025. The Company entered a new loan of $86,911 with same party on August 6, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on February 6, 2026.

F-30

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 — LOANS PAYABLE (cont.)

Other loans (cont.)

(m) The Company entered a loan of $23,347 (RMB167,250) with a third party on August 9, 2024. The loan is unsecured, with no interest bearing and repayable on demand. (n) The Company entered a loan of $139,595 (RMB1,000,000) with a third party on June 6, 2025. The loan is unsecured, with no interest bearing for 12 months period and matured on May 31, 2026. (o) The Company entered a loan of $99,928 with a third party on June 27, 2025. The loan is at a fixed interest of 8.99% per annum and payable on monthly basis, for 11 months period and matured on May 27, 2026. The monthly payment is $9,498 blending of interest and principal. (p) The Company entered a loan of $105,263 with a third party on July 1, 2025. The loan is at a fixed interest of 34.0% per annum and payable on biweekly basis, for 24 months period and matured on July 1, 2027. The repayment is $3,037 blending of interest and principal. (q) The Company entered a loan of $120,000 with a third party on July 24, 2025, with a fixed interest of 10.0% per annum for 10 months period. (r) The Company entered a loan of $208,332 (RMB1,500,000) with a third party on July 12, 2025, with a fixed interest of 10.0% per annum for 10 months period. The loan was pledged by two residential properties owned by Henry Liu, the Company’s Chief Executive Officer, and Shuai Li, a shareholder

(k)

The Company entered a loan of $100,000 with an unrelated party on June 30, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on December 30, 2025. On December 30, 2025, both parties agreed to extend the loan’s principal payment term to on demand.

(l)

The Company entered a loan of $67,003 with a third party on April 10, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on October 10, 2025. The Company entered a new loan of $86,911 with same party on August 6, 2025. The loan is unsecured, with no interest bearing for 6 months period and matured on February 6, 2026.

The Company made repayment of $36,914 during the six months ended December 31, 2025. Both parties agreed to extend the remaining principal payment term to on demand.

(m) The Company ~~made~~entered ~~the~~a ~~total principal~~loan ~~repayments~~ of $~~228~~23,~~997~~347 (RMB167,250) with a third party on August 9, 2024. The loan is unsecured, with no interest bearing and repayable on demand. (n) The Company entered a loan of $~~265~~139,~~456~~595 in(RMB1,000,000) ~~connection~~with a third party on June 6, 2025. The loan is unsecured, with ~~the~~no ~~above~~interest ~~other~~bearing ~~loans~~for ~~during~~12 months period and matured on May 31, 2026. (o) The Company entered a loan of $99,928 with a third party on June 27, 2025. The loan is at a fixed interest of 8.99% per annum and payable on monthly basis, for 11 months period and matured on May 27, 2026. The monthly payment is $9,498 blending of interest and principal. During the ~~three~~six months ended ~~September~~December 3031, 2025 , the Company entered a loan of $106,757 with a third party on July 27, 2025. The loan is at a fixed interest of 16.9% per annum and ~~2024~~payable on monthly basis, ~~respectively~~for 10 months period and matured on June 27, 2026. ~~Interest~~The ~~expenses~~monthly payment is $11,520 blending of interest and principal (p) The Company entered a loan of $105,263 with a third party on July 1, 2025. The loan is at a fixed interest of 34.0% per annum and payable on biweekly basis, for 24 months period and matured on July 1, 2027. The repayment is $3,037 blending of interest and principal. Under the ~~above-mentioned other~~loan ~~loans~~agreement, ~~amounted~~the Company granted the lender a security interest in substantially all of the Company’s present and future assets, including accounts, inventory, equipment, general intangibles, and proceeds thereof, to secure all obligations under the agreement. (q) The Company entered a loan of $99120,~~590~~000 ~~and~~with a third party on July 24, 2025, with a fixed interest of 10.0% per annum for 10 months period. (r) The Company entered a loan of $16208,~~515~~332 ~~during~~(RMB1,500,000) ~~the~~with ~~three~~a third party on July 12, 2025, with a fixed interest of 10.0% per annum for 10 months ~~ended~~ ~~September~~period. 30The loan was pledged by two residential properties owned by Henry Liu, the Company’s Chief Executive Officer, and Shuai Li, a shareholder (s) The Company entered a loan of $300,000 with a third party on December 9, 2025. The loan is at a fixed interest of 12.5% per annum and ~~2024~~payable on weekly basis, ~~respectively~~for 12 months period and matured on December 9, 2026. The weekly payment is $7,500 blending of interest and principal. The loan is secured by a security interest in ABL Chicago’s all current and future accounts, including deposit accounts, accounts receivable, and all related proceeds.

F-32

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 — LOANS PAYABLE (cont.)

Other loans (cont.)

The Company made the total principal repayments of $368,549 and $74,458 in connection with the above other loans during the three months ended December 31, 2025 and 2024, respectively. Interest expenses for the above-mentioned other loans amounted to $135,659 and $ 21,550 during the three months ended December 31, 2025 and 2024, respectively.

The Company made the total principal repayments of $597,546 and $339,914 in connection with the above other loans during the six months ended December 31, 2025 and 2024, respectively. Interest expenses for the above-mentioned other loans amounted to $235,249 and $38,064 during the six months ended December 31, 2025 and 2024, respectively.

The repayment schedule for the Company’s loans is as follows:

Twelve months ending September 30,

Vehicle loans

Equipment loans

Others

Total

Twelve months ending December 31,

Vehicle loans

Equipment loans

Others

Total

2026

5051,~~096~~613

2215,~~919~~434

2,~~425~~469,~~171~~951

2,~~498~~536,~~186~~998

2027

4439,~~610~~388

31,~~619~~448

4827,~~598~~336

9668,~~827~~172

2028

28,~~149~~414

—-

28,~~149~~414

2029

2017,~~394~~243

—-

2017,~~394~~243

2030

128,~~221~~755

—-

128,~~221~~755

Total undiscounted borrowings

~~155~~145,~~470~~413

2616,~~538~~882

2,~~473~~497,~~769~~287

2,~~655~~659,~~777~~582

Less: imputed interest

(87,~~435~~334

)

(~~1,363~~802

)

(~~226~~209,~~876~~233

)

(~~236~~217,~~674~~369

)

Total

~~147~~138,~~035~~079

2516,~~175~~080

2,~~246~~288,~~893~~054

2,~~419~~442,~~103~~213

NOTE 12 — LOAN ~~FROM~~PAYABLE ATO ~~RELATED~~A RELATED PARTY

On March 1, 2025, the Company entered into a loan agreement with a related party – ABL Shenzhen (see Note 15) for a principal amount up to $124,176, bearing interest at a fixed interest rate of 7.79% per annum, with a maturity date of March 1, 2028. The loan balance was $ 124,176 and $ 124,176 as of December ~~September 30~~31, 2025 and June 30, 2025, respectively, and interest expense in connection with the loan for the three and six months ended December ~~September 30~~31, 2025 ~~was~~were $2,418 and $4,836.

F-3133

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 — CONVERTIBLE DEBTS

On March 5, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”).

Under the Securities Purchase Agreement, the Company agreed to issue 7% original issue discount secured convertible promissory notes (“Notes”) in the aggregate principal amount of up to $4.5 million and accompanying Warrants (as defined below), in up to three separate tranches that are each subject to certain closing conditions (the “Financing”). On March 5, 2025, the initial closing of the first tranche (the “First Closing of First Tranche”) occurred, pursuant to which the Company issued to the Investor a Note in a principal amount of $1,000,000 (the “First Tranche”). For the subsequent closing of the first tranche, the Investor agreed to purchase an additional Note in the principal amount of $500,000, subject to the satisfaction of certain closing conditions including the Equity Conditions (as defined in the Securities Purchase Agreement), after a resale Registration Statement on Form S-3 or S-1 (the “Resale Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “Commission”) for the registration of common stock of the Company (the “Common Stock”) issuable upon conversion of the Notes and the Warrants (as defined below). The Company and the Investor may also, pursuant to the Securities Purchase Agreement, choose to consummate a second tranche and a third tranche of financing, subject to certain closing conditions.

Pursuant to the Securities Purchase Agreement, the Company agreed to issue, upon the consummation of the closing of each tranche, common stock purchase warrants (“Warrants”) to the Investor, in each case to purchase a number of shares of common stock determined by dividing 40% of the applicable principal amount of the corresponding Note by the VWAP (as defined in the Securities Purchase Agreement) immediately prior to the applicable closing date. In the First Closing of the First Tranche, the Company issued Investor Warrants to purchase 318,827 shares of common stock at an initial exercise price of $1.9098 per share, subject to certain adjustments set forth therein.

The Note does not bear any interest absent an Event of Default (as defined in the Note) and matures on June 5, 2026. Commencing on the earlier of (i) the 60-day anniversary after the date hereof and (ii) the date on which the first Resale Registration Statement shall have been declared effective by the Commission, the Company is required to pay to the Investor the outstanding principal balance under the Note in monthly installments, on such date and each one (1) month anniversary thereof, in an amount equal to 105% of the total principal amount multiplied by the quotient determined by dividing one by the number of months remaining until the maturity date of the Note, until the outstanding principal amount has been paid in full or, if earlier, upon acceleration, conversion or redemption of the Note in accordance with its terms. All monthly payments are payable by the Company, in cash, provided that under certain circumstances, as provided in the Note, the Company may elect to pay in common stock. The number of common shares to be converted shall be calculated by the monthly payment divided by the Conversion Price. The Conversion Price is the lesser of (i) the initial fixed conversion price of $1.9098 and (ii) 95% of the average of the four lowest daily VWAPs during the 20 trading day period immediately preceding the applicable payment date, provided that such price shall not be less than the Floor Price of $0.234. At any time after the original issuance date, the Note shall be convertible (in whole or in part) at the option of the Investor into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (x) that portion of the outstanding Principal and any accrued and unpaid interest thereon that Invest elects to convert by (y) the Applicable Conversion Price then in effect on the date.

On April 22, 2025, the Second Closing of the First Tranche was consummated. The Company issued Investor Warrants to purchase 202,082 shares of common stock at an initial exercise price of $1.929 per share, subject to certain adjustments set forth therein.

F-3234

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 — CONVERTIBLE DEBTS (cont.)

The Company evaluated the Note with conversion features and the detachable warrant under the guidance of ASC 470-20, “Debt with Conversion and Other Options, as amended by ASU 2020-06” and ASC 815, “Derivatives and Hedging.” The Company determined that the warrant met the criteria for equity classification under ASC 815-40. Accordingly, the relative fair value of the warrant was recorded as a component of additional paid-in capital on the issuance date.

The Company determined that embedded derivative meets the definition of derivative instruments under ASC 815, Derivatives and Hedging. Following the adoption of ASU 2020-06, the Notes are recorded as a single unit within liabilities in the unaudited condensed consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium.

The Company accounted for the host debt as a liability recorded at amortized cost under ASC 470-10, net of issuance costs and any discount that allocated to debt component.

The debt discount and issuance cost will be amortized to interest expense over the term of the Note using the effective interest method.

The Company recorded $667,068, net of the discount and debt issuance cost of $215,867, as the balance of the debt component and $88,444, net of the discount and debt issuance cost of $28,621, as the equity for the warrants at the inception point of the first Closing date by assessing the fair value of each component.

The Company recorded $361,661, net of the discount and debt issuance cost of $74,075, as the balance of the debt component and $53,340, net of the discount and debt issuance cost of $10,924, as the equity for the warrants at the inception point of the second Closing date by assessing the fair value of each component.

The relative fair value of warrants of first closing of the first tranche was estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $1.21, risk free rate of 4.08%, expected term of 5 years; exercise price of the warrants of $1.9098, volatility of 46.09%; and expected future dividends of nil.

The relative fair value of warrants of second closing of the first tranche was estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $0.93, risk free rate of 3.98%, expected term of 5 years; exercise price of the warrants of $1.929, volatility of 46.37%; and expected future dividends of nil.

The Company applied the relative fair value method to allocate the proceeds from the issuance of convertible debt. The Note’s original issue discount and incurred total issuance costs were allocated to the note payable and warrants on the relative fair value basis in accordance with ASC 835-30 and ASC 470-20. The debt discount and issuance cost allocated to the loan component will be amortized to interest expense over the term of the Convertible Debts using the effective interest method.

F-3335

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 13 — CONVERTIBLE DEBTS (cont.)

The initial purchaser’s discount and debt issuance costs primarily consisted of underwriting fees, lawyers fee, investor legal fee, auditor fee and SEC registration fee. These costs were allocated to the debt and equity component based on the allocation of the proceeds as follows:

	Amount		Equity Component		Debt Component
Initial purchaser’s debt discount	$	105,000		12,693		92,307
Debt issuance cost		224,488		26,852		197,636
Total	$	329,488		39,545		289,943

The portion allocated to debt component is amortized to interest expense using the effective interest method over the effected life of the Notes, or approximately 13 and 15 months term. The effective interest rate on the liability component of the Notes for the period from date of issuance is 86.52% and 60.80% for the first closing and second closing, which remains unchanged from the date of issuance.

During the ~~three~~six months ended ~~September~~December 3031, 2025, the holder of the Company’s convertible notes converted portions of the outstanding principal balance into ~~shares~~ shares of the Company’s common stock pursuant to the original terms of the respective note agreements.

The conversions occurred on multiple dates throughout the period and resulted in the issuance of an aggregate of 820,330 shares of common stock in exchange for the conversion of $661,536 of outstanding principal.

The conversions were accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options, as conversions under the original terms of the agreements. Accordingly, the carrying amount of the debt, including any unamortized discount, was reclassified to equity upon conversion, and no gain or loss was recognized.

As of ~~September~~December 3031, 2025, ~~the~~ the Company had $~~133~~97,~~198~~162 in convertible notes outstanding, which remain convertible under the original terms.

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Long term debt
Outstanding principal	$	~~173~~108,~~349~~080		$	1,021,819
Unamortized Initial Purchaser’s debt discount and debt issuance cost		(4010,~~151~~918	)		(150,948	)
Accrued interest		-			39,804
Net carrying amount	$	~~133~~97,~~198~~162		$	910,675
Convertible debts, current	$	~~133~~97,~~198~~162		$	910,675
Convertible debts, non-current		-			-
Total	$	133,198		$	910,675

The Company recognized interest expense of $8234,~~295~~233 and $116,528 for the three and six months ended ~~September~~December 3031, 2025, respectively, which includes $6929,~~602~~233 and $98,835 related to the amortization of the debt discount and issuance costs.

F-3436

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 14 — GENERAL AND ADMINISTRATIVE EXPENSES

	For the three months ended September 30,
	For the Three Months Ended December 31,
	2025		2024
Payroll expense	$	~~828~~862,~~791~~512	$	~~759~~952,~~142~~968
Staff benefit expense		~~116~~80,~~418~~003		~~164~~113,~~416~~588
Professional expense		~~570~~765,~~738~~060		~~340~~216,~~114~~012
Travelling and entertainment		4641,~~804~~260		~~126~~285,~~108~~541
Office expense		~~151~~82,~~986~~046		~~165~~33,~~481~~475
Lease expense		99,~~161~~430		6488,~~125~~513
Insurance		8464,~~443~~859		7387,~~683~~681
Other expense		91130,~~988~~564		6862,~~094~~532
Repair and maintenance		3825,~~073~~047		3933,~~957~~535
Depreciation on plant property and equipment		2528,~~898~~772		1732,~~995~~809
Advertising		21,104		11,686
Motor expense		265		3,934
Motor expense		9,541		5,791
Bank charges		1,609		1,265
Bank charges		1,339		614
Rent expense of short-term lease		5,549		-
Management fee		2,011		-
Amortization on intangible assets		21,371		-
Total	$	2,~~107~~210,~~655~~358	$	1,~~837~~911,~~206~~853

	For the Six Months Ended December 31,
	2025		2024
Payroll expense	$	1,691,303	$	1,712,110
Staff benefit expense		196,421		278,004
Professional expense		1,335,798		556,126
Travelling and entertainment		88,064		411,649
Office expense		234,032		255,022
Lease expense		198,591		151,806
Insurance		149,302		125,131
Other expense		243,655		122,182
Repair and maintenance		63,120		73,492
Depreciation on plant property and equipment		54,670		50,804
Motor expense		9,806		9,725
Bank charges		2,949		1,880
Rent expense of short-term lease		5,549		-
Management fee		2,011		1,128
Amortization on intangible assets		42,742		-
Total	$	4,318,013	$	3,749,059

NOTE 15 — RELATED PARTY TRANSACTIONS

The relationship of related parties is summarized as follows:

Name of Related Party		Relationship with the Company
Mr. Henry Liu		CEO, and an ultimate shareholder of the Company
Mr. Shuai Li		President, and an ultimate shareholder of the Company
Weship Transport Inc. (“Weship”)		Controlled by Mr. Henry Liu
American Bear Logistics (Wuhan) Co., Ltd. (“ABL Wuhan”)		The Company owns 5% of equity interest
American Bear Logistics (Shenzhen) Co., Ltd. (“ABL Shenzhen”)		100% owned subsidiary of ABL Wuhan
LLL Intermodal Inc. (“Intermodal”)		Controlled by Mr. Henry Liu
ABL LAX LLC. (“ABL LAX”)		Controlled by Mr. Henry Liu and Mr. Shuai Li
ABWL Group		Controlled by Mr. Henry Liu and Mr. Shuai Li

F-3537

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 15 — RELATED PARTY TRANSACTIONS (cont.)

a) Other receivable from related parties

Other receivable from related parties consists of balances with the parties listed below, arising from interest receivable, storage income, rental income, contractor salaries charged by related parties, other expenses paid on their behalf:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Other receivable from Weship	$	~~845~~947,~~095~~914			753,116
Other receivable from Intermodal		83115,~~929~~950			99,635
Other receivable from ABL LAX		1213,~~432~~746			18,291
Other receivable from ABWL Group		207,000			-
Other payable to ABL Shenzhen		(1,612	)		(1,612	)
Total	$	1,~~146~~075,~~844~~998			869,430

The Company has fully collected receivable from ABWL Group, and collected approximately $35,000 from Weship as of November 13, 2025, and is planning to collect the remaining receivable balance from three related parties by the end of December 2025.

b) Summary of balances payable to related parties

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Account payable to Weship	$	84127,~~821~~984		35,003
Account payable to ABL Wuhan		1953,~~861~~945		9,012
Account payable to Intermodal		-18,505		21,222
Total	$	~~104~~200,~~682~~434		65,237

c) Summary of balances receivable from related parties

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Accounts receivable from Weship	$	820,~~853~~617		8,853
Accounts receivable from ABL Shenzhen		~~145~~101,~~215~~298		129,588
Accounts receivable from ABL LAX		320		-—
Accounts receivable from ABL Wuhan		~~198~~321,~~508~~706		257,890
Total	$	~~352~~443,~~896~~941		396,331

Approximately $~~280~~240,000 or 79 54.19% of the accounts receivable from related party customers have been collected as of ~~November~~February 139, ~~2025~~2026.

~~F-36~~d) Loan receivable from related parties

	December 31, 2025		June 30, 2025
Loan receivable from Weship	$	148,000		148,000
Loan receivable from ABL LAX		238,541		129,741
Total	$	386,541		277,741

The Company entered into a loan agreement with related parties to support working capital needs. The loan bears interest at an annual rate of 8.99%, with the outstanding principal not exceeding $1.0 million. The loan matures within twelve months from the date of execution. During the six months ended December 31, 2025, the Company advanced a loan of $108,800 to ABL LAX. As of December 31, 2025, the total loan receivable from related parties was $0.4 million.

F-38

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 15 — RELATED PARTY TRANSACTIONS (cont.)

de) ~~Loan~~ ~~receivable~~Amounts ~~from~~due to a related ~~parties~~party

	September 30, 2025		June 30, 2025
Loan receivable from Weship	$	148,000		148,000
Loan receivable from ABL LAX		238,541		129,741
Total	$	386,541		277,741

Amounts due to a related party consists of balances with the parties listed below, arising from other expenses paid on behalf of ABL Chicago:

The Company entered into a loan agreement with related parties to support working capital needs. The loan bears interest at an annual rate of 8.99%, with the outstanding principal not exceeding US$1.0 million. The loan matures within twelve months from the date of execution. During the three months ended September 30, 2025, the Company advanced a loan of $108,800 to ABL LAX. As of September 30, 2025, the total loan receivable from related parties was $0.4 million.

		December 31, 2025				June 30, 2025
Amounts due to ABL Wuhan		$	260,144				-

e) Other payable to related parties

		September 30, 2025				June 30, 2025
Other payable to ABL Wuhan		$	(260,144	)		$	-

f) Summary of related parties’ transactions

	For the three months ended September 30,
	For the Three Months Ended December 31,
	2025		2024
Revenue from Weship (a)	$	—11,764	$	~~1,432~~330
Revenue from ABL Wuhan (a)	$	~~325~~417,~~612~~380	$	~~424~~22,~~827~~379
Revenue from ABL Shenzhen (a)	$	~~251~~212,~~963~~424	$	55252,~~508~~518
Revenue from ABL LAX	$	2,585	$	—
Rental income from Weship (c)	$	76,182	$	81,542
Cost of revenue charged by Weship (b)	$	~~250~~127,~~316~~003	$	~~346~~169,~~015~~098
Rental income from Weship (c)	$	76,182	$	97,312
Cost of revenue charged by Intermodal (e)	$	205,630	$	168,544
Rental income from Intermodal (d)	$	4,099	$	—
Cost of revenue charged by ABL Wuhan (f)	$	22,998	$	18,678
Cost of revenue charged by Intermodal (e)	$	154,336	$	172,465
Cost of revenue charged by ABL Wuhan (f)	$	61,854	$	46,250
Interest expense charge by ABL Shenzhen (see Note 12)	$	2,418	$	—

During the three months ended September 30, 2025 and 2024, the Company had the following transactions with its related parties — Weship, ABL Wuhan, ABL Shenzhen, ABL LAX and Intermodal

	For the Six Months Ended December 31,
	2025		2024
Revenue from Weship (a)	$	11,764	$	1,762
Revenue from ABL Wuhan (a)	$	742,992	$	447,206
Revenue from ABL Shenzhen (a)	$	464,387	$	308,026
Revenue from ABL LAX (a)	$	2,585	$	—
Rental income from Weship (c)	$	152,364	$	178,854
Rental income from Intermodal (d)	$	4,099	$	—
Cost of revenue charged by Weship (b)	$	377,319	$	515,113
Cost of revenue charged by Intermodal (e)	$	359,966	$	341,009
Cost of revenue charged by ABL Wuhan (f)	$	84,852	$	64,928
Interest expense charge by ABL Shenzhen (see Note 12)	$	4,836	$	—

During the six months ended December 31, 2025 and 2024, the Company had the following transactions with its related parties — Weship, ABL Wuhan, ABL Shenzhen, ABL LAX and Intermodal

(a)

The Company provides logistic forwarding services to Weship, ABL Wuhan and ABL Shenzhen and charges Weship, ABL Wuhan and ABL Shenzhen at its regular market rate for the services provided.

(b)

Weship is one of the Company’s vendors for truck delivery service.

(c) The Company subleased portion of its warehouse space to Weship for rental income. The Company subleased its warehouse in Chicago to Weship in July 2023 and again for the period from January 2024 to ~~September~~December 2025. The Company also subleased another warehouse with monthly rent of $6,500 from August 01, 2023 to October 31, 2024.

~~(d)~~	~~The Company subleased portion of its warehouse space to Intermodal for three months ended September 30, 2025.~~(d)	The Company subleased portion of its warehouse space to Intermodal for six months ended December 31, 2025.
~~(e)~~	~~Intermodal is one of the Company’s vendors, providing truck delivery service and provides labour forces.~~(e)	Intermodal is one of the Company’s vendors, providing truck delivery service and provides labour forces.

(f)

ABL Wuhan provides labor force and certain cross-border freight consolidation and forwarding services and is one of our cross-border freight consolidation and forwarding service providers.

F-3739

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 15 — RELATED PARTY TRANSACTIONS (cont.)

fg) Due to shareholders

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Due to shareholders, beginning	$	-—	$	-—
Addition		~~142~~174,~~826~~626		-—
Due to shareholders, end	$	~~142~~174,~~826~~626	$	-—

The balance with the shareholders is unsecured, interest free, and due on demand. The Company had balance of due to shareholder Henry Liu of $7187,~~413~~313 and nil and Shuai Li Li of $7187,~~413~~313 and nil as of ~~September~~December 3031, 2025 and June 30, 2025, respectively.

gh) Salaries and employee benefits paid to major shareholders

	For the three months ended September 30,
	For the Three Months Ended December 31,
	2025		2024
Mr. Henry Liu	$	2219,~~523~~708		2211,~~523~~262
Mr. Shuai Li		2522,~~810~~584		2512,~~810~~905
Total	$	4842,~~333~~292		4824,~~333~~167

	For the Six Months Ended December 31,
	2025		2024
Mr. Henry Liu	$	42,231		33,785
Mr. Shuai Li		48,394		38,715
Total	$	90,625		72,500

NOTE 16 — TAXES

Corporate Income Taxes

Before the Reorganization, the Company was elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable state income tax law. As an S Corporation, the Company is not subject to Federal income tax and Illinois State tax. Taxable income “pass through” to the personal tax returns of the owners. However, Illinois allows subchapter S corporations to elect to pay the Pass-through Entity (“PTE”) tax at entity level for tax years ending on or after December 31, 2021 and beginning prior to January 1, 2026. The PTE tax rate is equal to 4.95% of the taxpayer’s net income for the taxable year. The S corporation making the election is liable for paying the PTE tax, and the shareholders will receive credit for the amount of PTE tax credit paid but shall be liable to pay any remaining tax based on their share of the pass-through entity’s income and credits. Illinois also taxes 1.5% replacement tax on S corporation’s net taxable income.

The Company terminated its status as a Subchapter S Corporation as of September 23, 2023, in connection with its Reorganization. As a C Corporation, the Company combined statutory income tax rate is 28% in each period, representing a U.S. federal income tax rate of 21.0% and 7% state income tax for Illinois. Also, as a C Corporation, the Company is subjected to Illinois State replacement tax at rate of 2.5% and no PTE tax is applicable.

Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%.

F-3840

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 16 — TAXES (cont.)

Corporate Income Taxes (cont.)

InAs ~~conjunction with the termination~~ of ~~the~~December ~~Subchapter~~31, S2025 ~~corporation~~and June ~~status~~30, 2025, the CCompany ~~Corporation~~did ~~deferred~~not ~~tax~~have ~~assets~~an ~~and~~accrued ~~liabilities~~liability ~~were estimated~~ for ~~future~~uncertain tax ~~consequences attributable~~positions toand ~~difference~~does ~~between~~not ~~the~~anticipate ~~financial~~recognition ~~statement carrying amounts~~ of ~~the~~any ~~Company’s existing assets and~~ significant liabilities ~~and their~~for ~~respective~~uncertain tax ~~bases.~~positions ~~The~~during ~~deferred~~the ~~tax~~next ~~assets~~12 months. ~~and~~For ~~liabilities~~the ~~were~~period ~~measured~~ended ~~using~~December ~~tax~~31, ~~rates~~2025 ~~expected~~and to2024, ~~apply~~no toamounts ~~taxable income~~were inincurred ~~the years~~for inincome ~~which~~tax ~~those~~uncertainties ~~temporary~~or ~~differences~~interest ~~are~~and ~~expected to be recovered or settled~~penalties. The ~~effect~~Company onis ~~deferred~~currently ~~tax~~not ~~assets~~aware ~~and liabilities~~ of ~~the~~any ~~change~~issues inunder ~~tax~~review ~~rates~~that ~~resulting~~could result ~~from~~in ~~becoming~~significant apayments, Caccruals, ~~Corporation~~or ~~was~~material ~~recognized~~deviation asfrom aits ~~$72,152~~position. ~~decrease~~The toCompany’s ~~the net deferred~~ tax years ~~assets~~since toits ~~$89,581~~formation remain ~~and~~subject ~~an decrease~~ to ~~the~~possible ~~provision for~~ income ~~taxes~~tax ofexamination ~~$186,485~~by ~~during~~its ~~the~~major ~~three~~taxing ~~months~~authorities ~~ended~~for ~~September~~all ~~30, 2024~~periods.

AsThe ofprovision ~~September 30, 2025 and June 30, 2025, the Company did not have an accrued liability~~ for ~~uncertain~~income tax ~~positions and does not anticipate recognition~~ ~~of any significant liabilities~~ for ~~uncertain tax positions during~~ the ~~next~~three 12 months. ~~For the period~~ ended ~~September~~December 3031, 2025 and 2024, noconsists ~~amounts were incurred for income tax uncertainties or interest and penalties. The Company is currently not aware~~ of ~~any~~the issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examination by its major taxing authorities for all periods.following:

The provision for income tax for the three months ended September 30, 2025 and 2024 consists of the following:

	For the Three Months Ended December 31,
	2025			2024
Current income tax expense	$	46,554			—
Deferred income tax credit		(1,505	)		—
Total income tax expense	$	45,049			—

	For the three months Ended September 30,
	2025			2024
Current income tax expense	$	57,979			-
Deferred income tax recovery		(21,989	)		89,581
Total income tax expense	$	35,990			89,581

The following table reconciles the statutory tax rate to the Company’s effective tax the three months ended December 31, 2025 and 2024:

The following table reconciles the statutory tax rate to the Company’s effective tax the three months ended September 30, 2025 and 2024:

	For the Three Months Ended December 31,
	2025			2024
Loss before tax	$	(1,538,632	)	$	(1,946,820	)
Statutory state tax rate		21	%		21	%
Income tax credit at the federal statutory rate		(323,113	)		(408,832	)
Illinois state tax/PET tax credit		(109,295	)		(120,596	)
Illinois replacement tax credit		(39,034	)		(43,070	)
Change in valuation allowance		504,611			585,198
Foreign tax rate differential		477			(12,700	)
Non-deductible expense		11,403			—
Total income tax expense	$	45,049		$	—

	For the three months Ended September 30,
	2025			2024
Loss before tax	$	(1,321,226	)		(1,245,826	)
Statutory state tax rate		21	%		21	%
Income tax recovery at the federal statutory rate		(277,457	)		(261,623	)
Illinois state tax/PET tax recovery		(94,066	)		(79,470	)
Illinois replacement tax recovery		(33,595	)		(28,382	)
Non-deductible expense		6,919			—
Federal income tax		—			—
Change in valuation allowance		433,286			463,478
Foreign tax rate differential		903			(4,422	)
Total income tax expense	$	35,990			89,581

The provision for income tax for the six months ended December 31, 2025 and 2024 consists of the following:

F-39

	For the Six Months Ended December 31,
	2025			2024
Current income tax expense	$	104,533			—
Deferred income tax (credit) expense		(23,494	)		89,581
Total income tax expense	$	81,039			89,581

The following table reconciles the statutory tax rate to the Company’s effective tax the six months ended December 31, 2025 and 2024:

	For the Six Months Ended December 31,
	2025			2024
Loss before tax	$	(2,859,858	)	$	(3,192,646	)
Statutory state tax rate		21	%		21	%
Income tax credit at the federal statutory rate		(600,570	)		(670,456	)
Illinois state tax/PET tax credit		(203,361	)		(200,066	)
Illinois replacement tax credit		(72,629	)		(71,452	)
Change in valuation allowance		937,898			1,048,676
Tax effect on other tax jurisdiction		1,380			(17,121	)
Non-deductible expense		18,321			—
Total income tax expense	$	81,039		$	89,581

F-41

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 16 — TAXES (cont.)

Corporate Income Taxes (cont.)

The Company’s deferred tax assets and liabilities consist of the following:

	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Deferred tax assets:
Allowance for credit loss	$	4647,~~863~~705		$	24,940
Lease liability – operating		861,780			1,105,147
Allowance for credit loss - loan receivable		87,840			-
Lease liability – financing		32,091			34,557
Lease liability – operating		744,087			1,105,147
Non-capital loss carried forward		2,104,596			1,569,089
Lease liability – financing		29,589			34,557
Valuation allowance		(2,249,639	)		(1,816,352	)
Non-capital loss carried forward		2,496,368			1,569,089
Total deferred tax assets	$	795,691		$	917,381
Valuation allowance		(2,754,251	)		(1,816,352	)
Total deferred tax assets	$	651,338		$	917,381
Deferred tax liabilities:
Right of use assets – operating	$	(~~744~~606,~~800~~907	)	$	(880,513	)
Right of use assets – financing		(2523,~~985~~362	)		(28,608	)
Intangible asset – license		(8680,~~017~~675	)		(91,360	)
Total deferred tax liabilities		(~~856~~710,~~802~~944	)		(1,000,481	)
Deferred tax (liability) assets, net	$	(61,111	)	$	(83,100	)
Deferred tax liabilities, net	$	(59,606	)	$	(83,100	)

As of ~~September~~December 3031, 2025 and June 30, 2025, the accumulated tax losses of subsidiaries incorporated in the U.S. of approximately $~~6,332,000~~7.5 million and $4.7 million,~~673,000,~~ are allowed to be carried forward to offset against future taxable profits. The carry forward of non-capital losses in the U.S. generally has no time limit, but the loss could be only offset up to 80% of taxable income in a given year. The carry forward of net operating loss generated by the subsidiaries incorporated in the PRC, subject to the agreement of the PRC tax authorities, of approximately $~~693,000~~0.8 million and $~~637,000~~0.6 million as of ~~September~~December 3031, 2025 and June 30, 2025 can be carried forward for 5 years.

NOTE 17 — STOCKHOLDERS’ EQUITY

Common Stocks

The Company was incorporated under the laws of the State of Nevada on August 28, 2023. In accordance with the Company’s Articles of Incorporation, the Company is authorized to issue 50,000 shares of common stock with par value of $0.0001. 50,000 shares of common stocks of the Company were issued on August 28, 2023.

On October 25, 2023, the Company amended its Articles of Incorporation to increase its number of authorized common stocks from 50,000 shares to 200,000,000 shares.

On March 29, 2024, a 120-for-1 share split was conducted by the Company. After the share split and as of the date of this report, the issued share capital of the Company consists of $600 divided into 6,000,000 common shares, par value of $0.0001 each.

On July 1, 2024, the Company closed its IPO of 1,500,000 shares of its common stock at an IPO price of $4.50 per share for aggregate gross proceeds of approximately $6.75 million from the offering. The total net proceeds to the Company from the IPO, after deducting discounts, expense allowance, and issuance expenses of a total of $1.0 million, were approximately $5.35 million.

F-4042

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 17 — STOCKHOLDERS’ EQUITY (cont.)

Common Stocks (cont.)

Private offering

On June 24, 2025, the Company entered into a Securities Purchase Agreement with certain investors for the issuance and sale of an aggregate of 3,000,000 shares of its common stock, par value $0.0001 per share (the “Shares”), through a private offering. The Shares were sold at a purchase price of $1.00 per share, resulting in total gross proceeds of approximately $3,000,000. Upon closing of the private offering, the Company issued 3,000,000 common shares and recorded as an increase to common stock of $300 and additional paid-in capital of $2,999,700 on the unaudited condensed consolidated balance sheet.

On July 16, 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale of an aggregate of 2,000,000 shares of its common stock, par value $0.0001 per share (the “Shares”), through a private offering. The Shares were sold at a purchase price of $0.75 per share, resulting in total gross proceeds of approximately $1,500,000. Upon closing of the private offering, the Company issued 2,000,000 common shares and recorded as an increase to common stock of $200 and additional paid-in capital of $1,499,800 on the unaudited condensed consolidated balance sheet.

On August 4, 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale of an aggregate of 1,807,229 shares of its common stock, par value $0.0001 per share (the “Shares”), through a private offering. The Shares were sold at a purchase price of $0.83 per share, resulting in total gross proceeds of approximately $1,500,000. Upon closing of the private offering, the Company issued 1,807,229 common shares and recorded as an increase to common stock of $181 and additional paid-in capital of $1,499,819 on the unaudited condensed consolidated balance sheet.

On December 15, 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale of an aggregate of 8,400,000 shares of its common stock, par value $0.0001 per share (the “Shares”), through a private offering. The Shares were sold at a purchase price of $0.70 per share, resulting in total gross proceeds of approximately $5,880,000. Upon closing of the private offering, the Company issued 8,400,000 common shares. As of December 31, 2025, a total of $2,530,508 of the gross proceeds related to these shares had not yet been received by the Company. Therefore, the Company recorded as an increase to common stock of $840, additional paid-in capital of $5,879,160 and subscription receivable of $2,530,508 on the unaudited condensed consolidated balance sheet in connection with this private offering.

On December 29, 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale of an aggregate of 5,600,000 shares of its common stock, par value $0.0001 per share (the “Shares”), through a private offering. The Shares were sold at a purchase price of $0.14 per share, resulting in total gross proceeds of approximately $784,000. Upon closing of the private offering, the Company issued 5,600,000 common shares and recorded as an increase to common stock of $560 and additional paid-in capital of $783,440 on the unaudited condensed consolidated balance sheet.

Convertible debts conversion

During the ~~three~~six months ended December ~~September 30~~31, 2025, holders of the Company’s convertible notes elected to convert an aggregate principal amount of $661,536 into 820,330 shares of the Company’s common stock pursuant to the original terms of the note agreements. The conversions resulted in a reduction of the carrying amount of convertible debt by $512,733, which was reclassified to stockholders’ equity. Accordingly, the Company recorded an increase to common stock of $82 (reflecting the par value of shares issued) and an increase to additional paid-in capital of $512,651.

F-43

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 17 — STOCKHOLDERS’ EQUITY (cont.)

Common Stocks (cont.)

Common Shares Issued for Service

On July 4, 2025, the Company signed a consulting agreement (the “Consulting Agreement”) with FirsTrust China Ltd. (“FirsTrust”) to provide professional consulting and advisory services to the Company for twelve months from July 7, 2025 in exchange for 600,000 ~~the~~shares of the Company’s ~~shares~~ of common stock.

On July 4, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with SNC Investment Group Limited (“SNC”), under which SNC will provide strategic planning and corporate communication services to the Company for a twelve-month period beginning August 7, 2025. As compensation for these services, the Company agreed to issue 600,000 shares of its common stock in settlement of the service fees.

On July 21, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with China PINX International Investment Group Limited (“China PINX”) to provide merger and acquisition consulting and other related service to the Company for a twelve-month period beginning July 21, 2025. Upon signing the agreement, the Company issued 500,000 restricted common shares, valued at the closing price on the issuance date.

On August 1, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Jolly Good River Group Limited (“Jolly”) to provide strategic consulting services to the Company for a twelve-month period beginning August 1, 2025. As compensation for these services, the Company agreed to issue 600,000 shares of its common stock in settlement of an annual service fee.

~~For~~On ~~the~~December ~~three months ended September 30~~13, 2025, the Company ~~issued~~entered ~~2,300,000~~into ~~shares~~a ofconsulting ~~its~~agreement ~~common~~(the ~~stock~~“Consulting inAgreement”) ~~connection~~ with ~~consulting~~Nan ~~agreements.~~Zhang Into ~~connection~~provide ~~with~~management consulting and ~~these~~advisory ~~issuances,~~services to the Company ~~recognized~~for ~~consulting~~a ~~expense~~twelve-month ofperiod ~~$359~~beginning December 13,~~239,~~ ~~recorded~~2025. ~~prepaid~~As ~~consulting~~compensation ~~services~~for ofthese $1services,~~556,961,~~ ~~and~~the ~~increased~~Company ~~additional~~agreed ~~paid-in~~to ~~capital~~issue by750,000 shares of its common stock and pay $1200,~~915,970~~000 ~~during~~cash in settlement of the ~~period~~service fee.

AsOn ofDecember ~~September 30~~15, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Zhixin Li to provide business expansion, merger and ~~June~~acquisition 30consulting services to the Company for a twelve-month period beginning December 15, 2025,. ~~17,427,559~~As ~~and~~compensation 10for these services,~~500,000~~ ~~common~~the ~~shares~~Company ~~were~~agreed ~~issued~~to ~~and~~issue ~~outstanding~~750,000 ~~respectively,~~shares ~~with~~of ~~par~~its ~~value~~common stock in settlement of $0the service fee.~~0001.~~

FOn December 23, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Shengrong Venture Limited (“Shengrong”) to provide general operating advisory services to the Company for a twelve-41month period beginning December 23, 2025. As compensation for these services, the Company agreed to issue 500,000 shares of its common stock in settlement of the service fee.

~~LAKESIDE~~On ~~HOLDING~~December ~~LIMITED~~23, 2025, the ~~NOTES~~Company TOentered ~~CONDENSED~~into ~~CONSOLIDATED~~a ~~FINANCIAL~~consulting ~~STATEMENTS~~agreement (the “Consulting Agreement”) with SNC Investment Group Limited (“SNC”) to provide capital markets advisory services and guidance to the Company for a twelve-month period beginning December 23, 2025. As compensation for these services, the Company agreed to issue 1,000,000 shares of its common stock in settlement of the service fees.

~~(UNAUDITED)~~For the six months ended December 31, 2025, the Company issued 5,300,000 shares of its common stock in connection with consulting agreements. In connection with these issuances, the Company recognized consulting expense of $940,860, recorded prepaid consulting services of $3,481,840, and increased additional paid-in capital by $4,422,170 during the period.

~~NOTE~~As 17of ~~— STOCKHOLDERS’~~December ~~EQUITY~~31, ~~(cont~~2025 and June 30, 2025, 34,427,559 and 10,500,000 common shares were issued and outstanding, respectively, with par value of $0.)0001.

Representative’s Warrants

Pursuant to the Underwriting Agreement, the Company issued to the Representative and its designee warrants (the “Representative’s Warrants”) to purchase 75,000 shares of common stock. The Representative’s Warrants are exercisable at a per share exercise price of $4.50 equal to IPO price and are exercisable at any time and from time to time, in whole or in part, during the period commencing on December 30, 2024 and terminating on June 30, 2029. Neither the Representative’s Warrants nor any of the shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of six months immediately following the commencement of sales of the offering.

Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to their own shares and meet the requirements for equity classification. The warrants were recorded at their fair value on the date of grant as a component of shareholders’ equity. The fair value of these warrants was $159,000, which was considered a direct cost of IPO and included in additional paid-in capital. The fair value has been estimated using the Black-Scholes pricing model with the following weighted-average assumptions: market value of underlying share of $4.00, risk free rate of 4.3%, expected term of five years; exercise price of the warrants of $4.5, volatility of 61%; and expected future dividends of nil.

As of ~~September~~December 3031, 2025, 75,000 warrants in connection with IPO funding was outstanding, with an exercise price of $4.5 and remaining life of 3.755 years.

F-44

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 17 — STOCKHOLDERS’ EQUITY (cont.)

Common stock purchase warrants

As of ~~September~~December 3031, 2025, 318,827 warrants in connection with the first closing of the first tranche of the Notes were outstanding, with an exercise price of $1.9098 ~~and~~ and remaining life of 4.4318 years.

As of ~~September~~December 3031, 2025, 202,082 warrants in connection with the second closing of the first tranche of the Notes were outstanding, with an exercise price of $1.929 and remaining life of 4.5631 years.

Subscription receivable

During the six months ended December 31, 2025, the Company entered into a private placement agreement. As of December 31, 2025, a total of $2,530,508 of the gross proceeds related to these shares had not yet been received by the Company.

This amount is recorded as Subscription Receivable and is presented as a deduction from Shareholders’ Equity in the accompanying Consolidated Balance Sheets. The Company expects to collect the full outstanding balance during the next quarter.

Statutory reserves

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve as determined pursuant to PRC statutory laws totaled approximately $7486,~~608~~ 099 and $63,416 as of ~~September~~December 3031, 2025 and June 30, 2025, respectively.

~~F-42~~NOTE 18 — LOSS PER SHARE

For the three and six months ended December 31, 2025 and 2024, all potentially dilutive securities, including the convertible debenture and warrants, were excluded from the calculation of diluted loss per share because the Company was in a loss position. Their inclusion would have been antidilutive

	For the Three Months Ended December 31,
	2025			2024
Net loss attributable to the Company	$	(1,583,681	)		(1,946,820	)
Weighted average number of common shares outstanding – Basic and Diluted		19,569,950			7,500,000
Loss per share – Basic and Diluted	$	(0.08	)		(0.26	)

	For the Six Months Ended December 31,
	2025			2024
Net loss attributable to the Company	$	(2,940,897	)		(3,282,227	)
Weighted average number of common shares outstanding – Basic and Diluted		17,151,720			7,500,000
Loss per share – Basic and Diluted	$	(0.17	)		(0.44	)

F-45

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 18 — LOSS PER SHARE

For the three months ended September 30, 2025 and 2024, all potentially dilutive securities, including the convertible debenture and warrants, were excluded from the calculation of diluted loss per share because the Company was in a loss position. Their inclusion would have been antidilutive

	For the three months ended September 30,
	2025			2024
Net loss attributable to the Company	$	(1,357,216	)		(1,335,407	)
Weighted average number of common shares outstanding – Basic and Diluted		14,733,489			7,500,000
Loss per share – Basic and Diluted	$	(0.09	)		(0.18	)

NOTE 19 — SEGMENT REPORTING

The Company follows Financial Accounting Standards Board (FASB”) Accounting Standards codification “ASC”) Topic 280, Segment Reporting, as amended by Accounting Standards Update (“ASU”) No.2023-07. Segment Reporting Topic 280: Improvements to Reportable Segment Disclosures, the Company continually monitors the reportable segments for changes in fact and circumstances to determine whether changes in the identification or aggregation of operating segments are necessary. An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

The Company’s chief operating decision maker (“CODM”) is Mr. Henry Liu, the CEO. The CODM regularly reviews financial information, including segment revenue, gross profit, significant segment expenses (selling expenses and general and administrative expenses), segment net income (loss), and segment assets to evaluate segment performance and allocate resources accordingly.

Based on internal management reporting and assessment, the Company concludes that it has two reporting segments listed as below for the ~~three~~six months ended ~~September 30,~~December 31, 2025 and ~~one reporting segment for the three months ended September 30,~~ 2024. The Company and its subsidiaries are located either in the U.S. or China. The Company is primarily engaged in the business of providing customized cross-border freight solutions in the U.S. and distribution of pharmaceutical products in China. Segment net income (loss) excludes general corporate administrative expenses and selling expenses including corporate functional costs relating to professional expenses, payroll expense of management, and interest expenses in connection with convertible debt that are managed centrally at the corporate level and are excluded from the measure of segment performance reviewed by the CODM.

The summary of key information by segments for the ~~three~~six months ended ~~September~~December 3031, 2025 was as follows:

Cross-border freight solutions (U.S.)

Pharmaceutical distribution (China)

Holding

Total for ~~year~~the six months ended ~~September~~December 3031, 2025

Revenue from external customers

48,~~181~~110,~~714~~140

13,~~338~~780,~~015~~654

-—

511,~~519~~890,~~729~~794

Revenue from related parties

~~580~~1,~~160~~221,728

-—

~~580~~1,~~160~~221,728

Cost of revenue

48,~~200~~108,~~352~~196

~~790~~1,~~770~~985,266

-—

410,~~991~~093,~~122~~462

Gross profit

~~561~~1,~~522~~223,672

~~547~~1,~~245~~795,388

-—

13,~~108~~019,~~767~~060

Selling expense

-—

~~170~~1,~~548~~074,293

18,~~863~~951

~~189~~1,~~411~~093,244

General and administrative expense

12,~~174~~132,~~196~~762

~~157~~356,~~815~~740

~~775~~1,~~644~~828,511

24,~~107~~318,~~655~~013

Depreciation & amortization

3978,~~966~~903

1023,~~151~~172

2143,~~819~~642

71145,~~936~~717

Income tax provision (credit)

41,333

(5,343

)

35,990

Income tax expense

—

81,039

—

81,039

Long-lived assets

2,~~796~~297,~~757~~112

~~432~~418,~~186~~551

~~411~~373,~~756~~566

3,~~640~~089,~~699~~229

Segment assets

6,~~532~~421,~~241~~111

3,~~284~~725,~~854~~331

814,~~818~~153,~~094~~766

1824,~~635~~300,~~189~~208

Segment profit (loss)

(~~655~~1,~~618~~016,831

)

~~111~~222,~~325~~675

(~~812~~2,~~923~~146,741

)

(12,~~357~~940,~~216~~897

)

~~F-43~~ The summary of key information by segments for the six months ended December 31, 2024 was as follows:

	Cross-border freight solutions (U.S.)			Pharmaceutical distribution (China)			Others			Total for the six months ended December 31, 2024
Revenue from external customers	$	6,702,063		$	218,086		$	–		$	6,920,149
Revenue from related parties	$	756,994		$	–		$	–		$	756,994
Cost of revenue	$	7,075,044		$	121,791		$	–		$	7,196,835
Gross profit	$	384,013		$	96,295		$	–		$	480,308
Depreciation & amortization	$	86,685		$	447		$	–		$	87,132
Income tax provision	$	89,581		$	–		$	–		$	89,581
Capital expenditure	$	181,963		$	74,351		$	–		$	256,314
Long-lived assets	$	4,582,950		$	816,826		$	–		$	5,399,776
Segment assets	$	7,092,574		$	1,949,879		$	794,673		$	9,837,126
Segment loss	$	(2,129,585	)	$	(334,567	)	$	(818,075	)	$	(3,282,227	)

F-46

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 20 — COMMITMENTS AND CONTINGENCIES

Contractual Commitments

As of ~~September~~December 3031, 2025, the Company’s ~~contractual~~ contractual obligations consist of the following:

Contractual Obligations

Total

Less than 1 year

1 – 3 years

3 – 5 years

More than 5 years

Operating lease obligations

32,~~363~~923,~~435~~751

1,~~745~~446,~~988~~467

1,~~179~~191,~~649~~374

~~437~~285,~~798~~910

—

Finance lease obligations

~~118~~109,~~888~~026

5047,~~854~~667

4443,~~573~~312

2318,~~461~~047

—

Vehicle loans

~~155~~145,~~470~~413

5051,~~096~~613

7267,~~759~~802

3225,~~615~~998

—

Equipment loans

2616,~~538~~882

2215,~~919~~434

31,~~619~~448

—

Other loans

2,~~473~~497,~~769~~286

2,~~425~~469,~~171~~950

4827,~~598~~336

—

Convertible debts

~~175~~105,000

—

Loan payable to a related party

124,176

-—

124,176

—

Total

65,~~437~~921,~~276~~534

4,~~470~~136,~~028~~131

1,~~473~~455,~~374~~448

~~493~~329,~~874~~955

—

Contingencies

The Company may be involved in certain legal proceedings, claims and disputes arising from the commercial operations, which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the ~~resolution~~ resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Company’s unaudited consolidated financial position or results of operations or liquidity as of December ~~September 30~~31, 2025.

NOTE 21 — ASSETS ACQUISITION

Hupan Pharmaceutical (Hubei) Co., Ltd acquisition

On November 5, 2024, the Company entered into an equity transfer agreement (the “Equity Transfer Agreement”) with Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd and Hubei Huayao Pharmaceutical Co., Ltd to acquire 100% of the equity interests in Hupan Pharmaceutical (Hubei) Co., Ltd (“Hupan Pharmaceutical”), a pharmaceutical distribution and supply chain service provider headquartered in Wuhan, China.

Pursuant to the Equity Transfer Agreement, Sichuan Hupan will acquire the entirety of the equity interests that Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd and Hubei Huayao Pharmaceutical Co., Ltd. hold in Hupan Pharmaceutical, for a total consideration of RMB4.0 million (US$552,730).

The acquisition was accounted for as an asset acquisition because the acquisition was related to the pharmaceutical distribution license, a single asset. The acquisition was closed on November 21, 2024. The following table summarizes the fair value of the identifiable assets:

	Amount

Total consideration in cash	$	552,730

Assets acquired and liabilities assumed:
Cash acquired		9
Original paid in capital paid to Hupan Pharmaceutical		276,365
Intangible assets – license of pharmaceutical distribution		418,867
Other payables		(37,794	)
Deferred tax liabilities		(104,717	)
Total assets acquired	$	552,730

The Company recorded impairment of intangible assets of nil for the three and six months ended ~~September~~December 3031, 2025 and 2024.

F-4447

LAKESIDE HOLDING LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 22 — SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after ~~September~~December 3031, 2025 up through the date the unaudited condensed consolidated financial statements were issued, and unless disclosed below, there are not any material subsequent events that require disclosure in these unaudited condensed consolidated financial statements.

~~On October~~Proposed ~~16,~~disposal ~~2025, the Company’s Board~~ of ~~Directors unanimously approved the following matters, each of which is subject to approval by the Company’s stockholders at~~ a ~~Special Meeting to be held after the reporting date of these financial statements:~~subsidiary

~~Amendments~~On January 9, 2026, the Board of Directors recommended the sale of 100% of the issued and outstanding shares of American Bear Logistics Corp. (“ABL Chicago”) to an unaffiliated third party for nominal consideration of $1.00, with the ~~Articles~~purchaser assuming all liabilities of ABL ~~Incorporation~~Chicago. The decision was driven by ABL Chicago’s recurring operating challenges and ~~Bylaws~~negative net asset position. The Company determined that divesting ABL Chicago will allow management to focus resources on core operations and eliminate exposure to ABL Chicago ’s ongoing and contingent liabilities.

i.The Totransaction ~~increase~~is subject into ~~Authorized~~the ~~Common~~satisfaction ~~Stock~~of ~~from~~customary ~~200,000,000~~closing ~~shares~~conditions, ~~par~~including ~~value~~stockholder ~~$0.0001~~approval ~~per~~at ~~share~~the Annual Meeting scheduled for February 12, to2026. 2On February 12,~~000~~ 2026,~~000,000~~ the sale of 100% of the issued and outstanding shares; of ABL Chicago was duly approved and adopted. The closing is anticipated to occur in the third quarter of fiscal 2026.

~~ii.~~As ~~To authorize~~ of ~~Preferred~~December ~~Stock: Creation of 1~~31,~~000,000,000~~ ~~shares of “blank check” preferred stock~~2025, ~~par~~the major ~~value~~classes ~~$0.0001~~of ~~per~~assets ~~share,~~and ~~with~~liabilities ~~rights~~of ~~and~~ABL ~~preferences~~Chicago to be ~~determined~~disposed byof ~~the~~were ~~Board~~as ~~of Directors;~~follows:

iii. To effect a name change of the Company;

	Amount

Cash	$	151,691
Accounts receivable, net		2,157,121
Prepaid expenses and other current assets		1,880,187
Property and equipment, net		149,916
Right-of-use assets - operating lease and finance lease		2,066,455
Other assets		15,741
Total Asset	$	6,421,111

Accounts payable and accrued expenses		2,783,603
Lease liabilities - operating lease and finance lease		2,536,643
Loan payable		2,133,313
Other liabilities		3,841,579
Total liabilities	$	11,295,138

~~iv.~~As Toof ~~reduce~~December ~~the~~31, ~~voting~~2025, ~~thresholds~~ABL Chicago ~~required~~had ~~for~~a ~~stockholder~~net ~~proposals~~liability position of approximately $4.9 million.

v.Because Tothe ~~reduce~~disposal ~~stockholder~~would ~~meeting~~be ~~quorum~~completed ~~requirement~~after ~~and~~the ~~informal~~period ~~action~~end, ~~requirement~~no ~~under~~adjustment has been made to the accompanying condensed consolidated financial statements. The Company’s ~~Bylaws~~will (evaluate the ~~“Bylaws”)~~accounting impact of the transaction, including any gain or loss on disposal and discontinued operations presentation, upon closing.

~~2025 Equity~~Nasdaq ~~Incentive~~Minimum ~~Plan~~Bid Price Notification

~~Subsequent to~~On ~~the~~January ~~balance~~7, ~~sheet date~~2026, the ~~Board approved the~~ Company’s received ~~2025~~a ~~Long-Term~~deficiency ~~Incentive~~notice ~~Plan,~~from ~~subject~~Nasdaq toindicating ~~stockholder~~that ~~approval.~~its ~~The plan~~common ~~authorizes~~stock upfailed to ~~5,000,000~~maintain ~~shares~~a ~~for~~minimum ~~equity-based~~bid ~~awards,~~price ~~including~~of ~~stock~~$1.00 ~~options,~~per ~~stock~~share ~~appreciation~~over the ~~rights,~~previous ~~restricted~~30 ~~shares, and~~consecutive ~~restricted~~business ~~share units~~days, ~~and~~as isrequired ~~intended~~by toNasdaq ~~support~~Listing ~~the~~Rule ~~attraction~~5550(a)(2). ~~and~~The ~~retention~~Company ofhas ~~employees,~~180 ~~directors~~calendar days, ~~and~~or ~~consultants. The plan~~until ~~will~~July ~~remain effective through December 31~~7, ~~2035~~2026, ifto ~~approved.~~regain ~~The~~compliance ~~approval~~by ofmaintaining ~~the~~a ~~plan~~closing ~~has~~bid noprice ~~impact~~of onat ~~the~~least ~~financial~~$1.00 ~~statements~~for asa minimum of ~~the~~ ~~reporting~~ten ~~date~~consecutive business days.

~~Treasury~~If compliance is not achieved ~~Reserve~~by ~~Strategy~~the deadline, the Company may be eligible for an additional 180-day grace period, provided it meets other listing requirements and signals its intent to cure the deficiency, potentially through a reverse stock split. Failure to regain compliance or qualify for an extension will result in a delisting notification, which the Company may appeal. The notice currently has no immediate impact on the listing or trading of the Company’s common stock.

~~The strategy~~Authorized ~~would~~common ~~allow~~stock ~~the Company to use Bitcoin~~ and ~~Ethereum~~preferred as primary treasury reserve assets, with holdings of each cryptocurrency limited to no more than 5% of its total market capitalization at the time of acquisition. If approved, the Board would be authorized to purchase, hold, or sell Bitcoin and Ethereum in its discretion, taking into account market conditions and the Company’s liquidity and business needs. The Company may also raise capital, including through equity or equity-linked offerings, to fund such acquisitions. The proposal has no impact on the Company’s financial statements as of the reporting date.stock

~~Capital~~On February 12, 2026, the ~~Raising~~Company’s ~~Authorization~~stockholders approved an amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock to 2,000,000,000 shares and authorize 1,000,000,000 shares of “blank check” preferred stock. This authorization grants the Board of Directors the express authority to determine the voting rights, designations, preferences, and qualifications of such preferred stock without further stockholder action.

~~The Board approves the Company to issue 20% or more of its outstanding Common Stock (including convertible or exercisable securities) in one or more non~~F-public transactions at a price below the Nasdaq “Minimum Price,” but not less than 80% of the Minimum Price, as defined under Nasdaq Rule 5635(d). This authorization is intended to provide the Company with flexibility to raise capital outside of public offerings. The proposal has no impact on the financial statements as of the reporting date.48

F-45

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. All amounts included herein with respect to the three and six months ended ~~September~~December 3031, 2025 and 2024 are derived from our audited consolidated financial statements included elsewhere in this Report. Our financial statements have been prepared in accordance with the U.S. GAAP.

Overview

We are a U.S.-based integrated cross-border supply chain solution provider with a strategic focus on the Asian market including China ~~and South Korea~~. We primarily provide customized cross-border ocean freight solutions and airfreight solutions in the U.S. that specifically cater to our customers’ ~~requirements~~ requirements and needs in transporting goods into the U.S. We offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

Founded in Chicago, Illinois in 2018, we are an Asian American-owned business rooted in the U.S. with in-depth understanding of both the U.S. and Asian international trading and logistics service markets. Our customers are typically Asia- and U.S.-based logistics service companies serving large e-commerce platforms, social commerce platforms and manufacturers to sell and transport consumer and industrial goods made in Asia into the U.S. ~~As of September 30, 2025, we had served over 400 customers to fulfill over 58,500 cross-border supply chain solution orders.~~

We have established an extensive collaboration network of service providers, including global freight carriers for our cross-border freight consolidation and forwarding services as well as domestic ground transportation carriers for our U.S. domestic transportation services. As of September 30, 2025, we had collaborated with almost all major global ocean and air carriers to forward 37,300 TEU of container loads and 75,100 tons of air cargo. As of September 30, 2025, we had also cooperated with over 200 domestic ground transportation carriers, including almost all major U.S. domestic ground transportation carriers, on a long-term, short-term or order basis, as the case may be.

We operate three massive and hyper-busy regional warehousing and distribution centers in the U.S., in Illinois and Texas. With an aggregate gross feet area of approximately 142,484 square feet and 52 docks, our regional warehousing and distribution centers have an aggregate daily floor load of up to 3,000 cubic meters of freight. In addition to our self-operated regional centers, we maintain close contact with ~~over 150~~ warehouses and distribution terminals in almost all transportation hubs in the U.S. which we have cooperated in the past to support the warehousing and distributing services of our cross-border freight in case such freight requires storage, fulfilment, transloading, palletizing, packaging or distribution in states other than Illinois and Texas. ~~As of September 30, 2025, we had assisted with the customs clearance, in conjunction with our other service offerings, of cross-border freight of an aggregate assessed value of over $63.0 million.~~

Leveraging our strong cross-border supply chain service capabilities, extensive service provider network of cross-border freight carriers and U.S. domestic ground transportation carriers, massive and hyper-busy regional warehousing and distribution centers as well as deep understanding of the Asian market, we have been able to build up our brand and reputation and have achieved fast growth since our inception. As of September 30, 2025, we had fulfilled over 58,500 cross-border supply chain solution orders for freight of an aggregate assessed value of $1.0 billion, delivered to thousands of business and residential addresses in approximately 48 U.S. states.

For the three months ended 30, 2025 and 2024, our revenues amounted to $6.1 million and $4.1 million, respectively, and our gross profit amounted to $1.1 million and $0.5 million during the same periods, respectively.

For the three months ended December 31, 2025 and 2024, our revenues amounted to approximately $7.0 million and approximately $3.6 million, respectively, and our gross profit (loss) amounted to approximately $1.9 million and approximately $(0.1) million during the same periods, respectively.

For the six months ended December 31, 2025 and 2024, our revenues amounted to approximately $13.1 million and approximately $7.7 million, respectively, and our gross profit amounted to approximately $3.0 million and approximately $0.5 million during the same periods, respectively.

Key Factors Affecting Our Results of Operations

We believe the most significant factors that affect our business and results of operations include the following:

Our Ability to Expand Our Customer Base

Our results of operations are dependent upon our ability to expand and maintain our customer base. ~~As of September 30, 2025, we had served over 400 customers to fulfill over 58,500 cross-border supply chain solution orders.~~ We will continue to expand our customer base to achieve a sustainable business growth. We aim to attract new customers and maintain our existing customers. We plan to improve the quality and expand the variety of our services to obtain more customers.

During fiscal year 2025, we introduced a new revenue stream through the distribution of pharmaceutical and medical products. Under this model, we purchase products directly from manufacturers, store them in designated warehouses, and deliver them to customers’ warehouses or other specified locations. While this business expansion creates opportunities to reach new customers in the healthcare sector. It also exposes us to additional risks compared with our traditional cross-border logistics services. These risks include heightened regulatory and compliance requirements for the handling and distribution of medical products, increased working capital exposure from holding inventory, and greater operational complexity in maintaining product quality and safety. Successfully expanding our customer base in this new segment will depend on our ability to manage these risks effectively while maintaining high service standards and compliance with applicable regulations.

Our Ability to Control Costs

Our results of operations are affected by our ability to control costs including transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation, which may be subject to factors, including, among other things, fluctuations in wage rates, fuel prices, toll fees, and leasing costs. Effective cost-control measures have a direct impact on our financial condition and results of operations. For example, our cross-border freight carrier and U.S. domestic ground transportation carrier services providers use large quantities of fuel to operate vehicles, and therefore, hence the higher fuel cost incurred by them may causes our higher fee rates cost charged on us by such the service providers. The availability and price of fuel and third-party transportation capacity are subject to political, economic, and market factors that are beyond our control. We also incur a significant amount of costs in relation to transportation and labor. Any unexpected increase in these costs, which is subject to factors beyond our control, could adversely impact our profitability. We have adopted, and expect to adopt, additional cost control measures. However, the measures we have adopted or will adopt in the future may not be as effective as expected. If we are not able to effectively control our costs and adjust the level of fee rates based on operating costs and market conditions, our profitability and cash flow may be adversely affected.

With the introduction of our new pharmaceutical and medical product distribution business in fiscal year 2025, our cost structure has become more complex. Unlike our traditional cross-border logistics services, which are largely variable in nature, the new business requires us to hold inventory, maintain specialized warehouse conditions, and comply with more stringent product handling standards. These factors may increase fixed operating costs, including storage, insurance, and quality control expenses. Consequently, our ability to control costs in this new business segment will depend not only on fuel and labor trends but also on our efficiency in managing inventory turnover and compliance-related expenses.

We have implemented, and expect to continue adopting, additional cost-control measures to mitigate these risks. However, such measures may not always be as effective as anticipated. If we are unable to effectively control our operating costs or adjust our pricing in response to changing market conditions, our profitability and cash flows may be adversely affected.

Our Ability to Provide High-quality Services

Our results of operations depend on our ability to maintain and further enhance our service quality. Together with our network of service providers, we provide integrated cross-border ocean and air freight supply chain solutions and services to our customers. If we or our service providers are unable to provide express delivery services in a timely, reliable, safe and secure manner, our reputation and customer loyalty could be negatively affected. In additional, if our customer service personnel fail to satisfy customer needs or respond effectively to customer complaints, we may lose potential or existing customers and experience a decrease in customer orders, which could have a material adverse effect on our business, financial condition and results of operations.

As we expand into pharmaceutical and medical product distribution, maintaining high-quality service standards becomes even more critical. This new business line involves additional operational requirements, such as temperature-controlled storage, specialized handling, and compliance with healthcare product regulations. Any lapse in these areas could result in regulatory penalties, product spoilage, or loss of customer trust. Compared to our existing logistics operations, the consequences of service failures in this segment could be more severe, given the sensitive nature of medical products and the higher expectations of healthcare customers. Ensuring consistent service quality will therefore require enhanced employee training, strengthened supplier oversight, and continuous monitoring of compliance procedures.

Strategic Acquisitions and Investments

Our results of operations also depend on our ability to pursue strategic acquisitions and investments in expanding our global footprints, diversifying our service offerings, and advancing our technologies. We may selectively pursue mergers, acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. However, we cannot assure you that we will make prudent decisions at all times. Our ability to successfully execute or effectively operate, integrate, leverage and grow these investments or strategic partnerships could impact our results of operations and financial conditions.

In response to governmental directives and recommended safety measures, we have implemented personal safety measures at all of our facilities. However, these measures may not be sufficient to mitigate the risk of infection by COVID-19. If a significant number of our employees, or third parties performing key functions, including our chief executive officer and members of our board of directors, become ill, our business may be further adversely impacted.

The impact of COVID-19 pandemic on us in the future will depend on future developments which are highly unpredictable and beyond our control, such as the frequency, duration and severity of the resurgence of COVID-19 and the emergence of new variants, as well as the measures that may be taken by governments around the world in response to these developments, the impact of the pandemic on the global economy and the measures taken by governments to stimulate the general economy. Therefore, we cannot guarantee that the pandemic will not continue to have an adverse effect on our business and results of operations in the future, which may be material.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, service providers and stockholders.

Uncertainty and Impacts on the Recent U.S. Tarriff Policies and Regulations

Our results of operations also depend on our ability to respond with the recent tariff and other restrictions placed on imports. Since February 2025, trade between the U.S. and China has remained under tight restrictions and elevated trade barriers. While some temporary relief measures and exemptions were granted, most U.S. tariffs on Chinese goods remain in place, particularly affecting key sectors such as agriculture, automobiles, industrial materials, and consumer goods. These trade measures have significantly disrupted U.S.-China commerce, reducing exports in certain categories and forcing companies on both sides to adjust supply chains, pricing, and sourcing strategies. Despite some ongoing negotiations, the overall trade environment remains challenging and uncertain, with cross-border business continuing to face heightened costs and operational complexities.

In May 2025, the US and China agreed to a truce to lower import taxes on goods being traded between the two countries for 90 days. Under the terms of the agreement, both countries committed to pausing the imposition of new tariffs and partially rolling back existing duties on select goods, primarily in the technology, agricultural, and consumer product sectors. Although the agreement marks a major de-escalation of the trade war between the two countries, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. It also remains uncertain whether increased tariffs and trade tensions will create further disruptions and uncertainties to the international trade and lead to a downturn in the global economy.

As of August 29, 2025, the United States has permanently eliminated the $800 de minimis threshold that previously allowed low-value shipments to enter the country duty-free. This change applies to all international shipments, regardless of value, origin, or shipping method. The decision was made to strengthen trade enforcement and address concerns over illicit trade practices. All imports, including those valued under $800, are now subject to applicable duties and taxes. These changes increase the complexity of customs processing, slow clearance times, and reduce the volume of low-value parcels traditionally handled by freight forwarders.

Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, extend shipping schedules, increase voyage costs, and other associated costs, which could have an adverse impact on our customers’ business, operating results and financial condition and could thereby affect their ability to make timely payments to us and their order quantities. This could have a material adverse effect on our business, operating results, cash flows and financial condition.

We will continue to actively monitor the situation and consider strategic adaptation to maintain service levels and profitability.

Key Components of Results of Operations

Revenues. We generate revenues primarily by providing customized cross-border ocean freight solutions and airfreight solutions to customers that specifically cater to their requirements and needs in transporting goods into the U.S. Under the service agreements with our customers, we offer a wide variety of integrated services under our cross-border ocean freight solutions and cross-border airfreight solutions, including (i) cross-border freight consolidation and forwarding services, (ii) customs clearance services, (iii) warehousing and distribution services and (iv) U.S. domestic ground transportation services.

From December 2024, we started to generate revenues from the distribution of pharmaceutical and medical products. We order from the manufacturer, receive and carry the products at a designated warehouse, and deliver the products to the customers’ warehouses or designated locations.

Cost of Revenues. Our cost of revenues from customized cross-border ocean and air freight solutions mainly comprises transportation and delivery costs, warehouse service charges, custom declaration and terminal charges, freight arrangement charges and other overhead cost allocation which includes operating and financing lease-related costs, depreciation expenses of property and equipment and other miscellaneous expenses.

Our cost of revenues from the distribution of pharmaceutical and medical products comprises cost of pharmaceutical products from manufacturers.

Selling Expenses. Our selling expenses primarily include salaries expense, advertising expenses, ~~software~~marketing expense of a system, and traveling expense of sales team engaged in developing potential customers and maintaining customer relationships and transportation cost for selling pharmaceutical products.

General and Administrative Expenses. Our general and administrative expenses primarily include salaries and staff benefits, repair and maintenance expenses, depreciation on property and equipment, amortization on intangible assets, lease expenses warehouses used for administrative purpose and office premises, travelling and entertainment expenses, bank charges, legal and professional fees, insurance expenses and other office expenses.

Other Income. Our other income primarily consists of rental income and interest income in connection with a third-party loan.

Interest Expenses. Our interest expenses primarily consist of the interest expenses incurred for finance leases, convertible debts, equipment loans, vehicle loans and other loans and interest for late credit card payment.

Income Tax Expenses. Our income tax expenses consist primarily of U.S. federal, state income taxes, replacement tax in the state of Illinois and PRC enterprise income tax.

Results of Operations

The following table summarizes the results of consolidated statements of operations and comprehensive income (loss) for the three months ~~ended~~and ~~September~~six 30months ended December 31, 2025 and 2024 in U.S. dollars.

	For the Three Months Ended September 30,
	For the Six Months Ended December 31,						For the Three Months Ended December 31,
	2025			2024			~~2024~~2025			2024
	Amount			As % of revenue			Amount			As % of revenue			Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenue from cross-border freight solutions – third party	$	8,110,140		$	6,702,063		$	3,928,426		$	3,102,276
Revenue from cross border freight solutions	$	4,761,874			78.1	%	$	4,081,554			100.0	%	$	680,320			16.7	%
Revenue from cross-border freight solutions – related parties		1,221,728			756,994			641,568			275,227
Revenue from distribution of pharmaceutical products		1,338,015			21.9	%		-			-			1,338,015			N/A
Revenue from distribution of pharmaceutical products - third parties		3,780,654			218,086			2,442,639			218,086
Total revenue		613,~~099~~112,~~889~~522			~~100.0~~7,677,143	%		47,~~081~~012,~~554~~633			~~100.0~~3,595,589	%		~~2,018,335~~			~~49.5~~	%
Cost of revenue from cross border freight solutions		4,200,352			68.9	%		3,559,015			87.2	%		641,337			18.0	%
Cost of revenue from cross-border freight solutions – third party		7,286,059			6,153,994			3,552,213			3,159,709
Cost of revenue from pharmaceutical products		790,770			13.0	%		-			-			790,770			N/A
Cost of revenue from cross-border freight solutions – related party		822,137			921,050			355,631			356,320
Total cost of revenue		4,991,122			81.8	%		3,559,015			87.2	%		1,432,107			40.2	%
Cost of revenue from pharmaceutical products - third parties		1,985,266			121,791			1,194,496			121,791
Gross profit from cross border freight solutions		561,522			11.8	%		522,539			12.8	%		38,983			7.5	%
Total cost of revenue		10,093,462			7,196,835			5,102,340			3,637,820
Gross profit from pharmaceutical products		547,245			40.9	%		-			-			547,245			N/A
Gross profit (loss)		3,019,060			480,308			1,910,293			(42,231	)
Gross profit		1,108,767			18.2	%		522,539			12.8	%		586,228			112.2	%
Operating expenses:
Operating expenses
Selling expenses		1,093,244			54,488			903,833			54,488
Selling expenses		189,411			3.1	%		-			-			189,411			N/A
General and administrative expenses		4,318,013			3,749,059			2,210,358			1,911,853
General and administrative expenses		2,107,655			34.6	%		1,837,206			45.0	%		270,449			14.7	%
Provision (reversal) of allowance for expected credit loss for account receivable		82,151			1,956			(1,174	)		(10,881	)
Provision of allowance for expected credit loss		83,325			1.4	%		12,837			0.3	%		70,488			549.1	%
Provision of allowance for expected credit loss on loan receivable from a third party		288,000			—			288,000			—
Total operating expenses		25,~~380~~781,~~391~~408			~~39.0~~3,805,503	%		13,~~850~~401,~~043~~017			~~45.3~~1,955,460	%		~~530,348~~			~~28.7~~	%
Loss from operations		(12,~~271~~762,~~624~~348	)		(~~20.8~~3,325,195	)%		(1,~~327~~490,~~504~~724	)		(~~32.5~~1,997,691	)%		~~55,880~~			~~(4.2~~	)%
Other income (expenses)
Other income (expense)
Other income, net		~~146~~282,~~839~~380			~~2.4~~201,541	%		~~109~~135,~~788~~541			~~2.7~~91,753	%		~~37,051~~			~~33.7~~	%
Interest expense		(~~196~~379,~~441~~890	)		(~~3.2~~68,992	)%		(28183,~~110~~449	)		(~~0.7~~40,882	)%		~~(168,331~~	)		~~598.8~~	%
Total other (expenses) income, net		(49,602	)		(0.8	)%		81,678			2.0	%		(131,280	)		(160.7	)%
Total other income (expense)		(97,510	)		132,549			(47,908	)		50,871
Loss before income taxes		(12,~~321~~859,~~226~~858	)		(~~21.7~~3,192,646	)%		(1,~~245~~538,~~826~~632	)		(~~30.5~~1,946,820	)%		~~(75,400~~	)		~~6.1~~	%
Income taxes expense		35,990			0.6	%		89,581			2.2	%		(53,591	)		(59.8	)%
Income tax expense		81,039			89,581			45,049			—
Net loss	$	(1,357,216	)		(22.2	)%	$	(1,335,407	)		(32.7	)%	$	(21,809	)		1.6	%
Net loss attributable to the Company		(2,940,897	)		(3,282,227	)		(1,583,681	)		(1,946,820	)
Other comprehensive (loss) income:
Foreign currency translation income		204,978			(12,186	)		168,050			(25,179	)
Comprehensive (loss) income attributable to the Company	$	(2,735,919	)	$	(3,294,413	)	$	(1,415,631	)	$	(1,971,999	)

For the Three Months Ended ~~September~~December 3031, 2025 Compared to the Three Months Ended ~~September~~December 3031, 2024

The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the three months ended ~~September~~December 3031, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

	For the three months ended September 30,
	For the three months ended December 31,
	2025					2024
Revenues	Amount		% of total Revenues			Amount			% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenue from cross-border freight solutions
Cross-border ocean freight solutions	$	1945,~~434,864~~533		2313.5	%	$	1,~~836~~374,~~591~~805			4538.02	%	$	(~~401~~429,~~727~~272	)		(2131.92	)%
Cross-border airfreight solutions		3,~~327~~624,~~010~~461		5451.57	%		2,~~244~~002,~~963~~698			55.07	%		1,~~082~~621,~~047~~763			4881.20	%
Subtotal		4,~~761~~569,~~874~~994		7865.12	%		43,~~081~~377,~~554~~503			~~100~~93.09	%		~~680~~1,~~320~~192,491			1635.73	%
Revenue from distribution of pharmaceutical products		12,~~338~~442,~~015~~639		2134.98	%		-218,086			-6.1	%		12,~~338~~224,~~015~~553			~~100~~1,020.0	%
Total revenues		67,~~099~~012,~~889~~633		100.0	%		43,~~081~~595,~~554~~589			100.0	%		23,~~018~~417,~~335~~044			4995.50	%
Cost of revenues – cross-border freight solution		43,~~200~~907,~~352~~844		6855.98	%		3,~~559~~516,~~015~~029			8797.28	%		~~641~~391,~~337~~815			1811.01	%
Cost of revenues – pharmaceutical products		~~790~~1,~~770~~194,496		1317.0	%		-121,791			-3.4	%		~~790~~1,~~770~~072,705			~~100~~880.08	%
Total cost of revenues		45,~~991~~102,~~122~~340		8172.8	%		3,~~559~~637,~~015~~820			87101.2	%		1,~~432~~464,~~107~~520			40.23	%
Gross profit – cross-border freight solution		~~561~~662,~~522~~150		1114.85	%		~~522~~(138,~~539~~526	)		12(4.81	)%		38800,~~983~~676			7(578.50	)%
Gross profit – pharmaceutical products		~~547~~1,~~245~~248,143		4051.91	%		-96,295			-44.2	%		~~547~~1,~~245~~151,848			~~100~~1,196.02	%
Total gross profit	$	1,108,767		18.2	%	$	522,539			12.8	%	$	586,228			112.2	%
Total gross profit (loss)	$	1,910,293		27.2	%	$	(42,231	)		(1.2	)%	$	1,952,524			(4,623.4	)%

Revenues

Our total revenues from cross-border freight solutions increased by approximately $01.72 million, or 1635.73%, from approximately $43.14 million for the three months ended ~~September 30~~December 31, 2024, to approximately $4.86 million for the three months ended ~~September~~December 3031, 2025. The increase was mainly due to increase in revenue from cross-border airfreight solutions.

Revenues from our cross-border ocean freight solutions decreased by approximately $0.4 million, or 2131.92%, from approximately $1.84 million for the three months ended December ~~September 30~~31, 2024, to approximately $10.49 ~~million~~ for the three months ended ~~September 30~~December 31, 2025. This reduction was primarily due to a decrease in the volume of cross-border ocean freight processed and forwarded, dropping from 1,~~430~~046 TEU in the three months ended ~~September~~December 3031, 2024, to 1,~~331~~025 TEU for the three months ended ~~September~~December 3031, 2025.

Revenues from our cross-border airfreight solutions increased by approximately $1.1 6 million or 4881.20%, from approximately $2.20 million for the three months ended ~~September 30~~December 31, 2024, to approximately $3.36 million for the three months ended ~~September 30~~December 31, 2025. ~~Despite~~The increase was primarily due to (i) increase in our volume of cross-border air freight processed ~~decreased,~~ from approximately 74,~~273~~459 tons for the three months ended ~~September~~ 30December 31, 2024, to approximately 5,~~776~~365 tons for the three months ended ~~September~~December 3031, 2025, ~~our~~and ~~revenue~~(ii) ~~increased primarily due to we experienced~~ stronger demand of value-added services, such as warehouse repackaging and related handling services~~, which generates higher revenue per shipment and more than offset the impact of lower freight volumes~~. ~~revenue. For the three months ended September 30, 2025, revenues generated per tons increased by $267, or 86.6%, to $576 per tons, from $309 per tons for the same period in 2024.~~

Starting from December 2024, we established a new revenue stream through the distribution of pharmaceutical products. We procured pharmaceuticals—primarily ~~pharmaceutical~~ pharmaceutical solutions—directly from manufacturers and supplied them to distributors, hospitals, and clinics. ~~For~~Revenues ~~the~~from ~~three~~distribution ~~months~~of pharmaceutical ~~ended~~products ~~September~~increased ~~30,~~by ~~2025,~~approximately ~~our~~$2.2 ~~total~~million ~~revenue~~or 1,020.0%, from ~~pharmaceutical~~approximately ~~product distribution amounted to~~ $10.32 million. Wefor ~~did~~the ~~not~~three ~~generate~~months ~~any~~ended December 31, ~~revenue~~2024, ~~from~~to ~~this~~approximately ~~segment~~$2.4 inmillion for the ~~same~~three ~~period~~months ofended ~~the~~December ~~prior~~31, ~~year~~2025.

Revenues by Customer Geographic

	For the three months ended September 30,
	For the three months ended December 31,
	2025					2024
Revenues	Amount		% of total Revenues			Amount		% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenue from cross-border freight solutions
Asia-based customers	$	4,~~016~~091,~~859~~677		6558.94	%	$	2,~~809~~750,~~636~~202		6876.85	%	$	1,~~207~~341,~~223~~475			4348.08	%
U.S.-based customers		~~745~~478,~~015~~317		126.28	%		1627,~~271,918~~301		3117.24	%		(~~526~~148,~~903~~984	)		(4123.48	)%
		4,761,874		78.1	%		4,081,554		100.0	%		680,320			16.7	%
		4,569,994		65.2	%		3,377,503		93.9	%		1,192,491			35.3	%
Revenue from distribution of pharmaceuticals
Asia-based customers		12,~~338~~442,~~015~~639		2134.98	%		-218,086		-6.1	%		12,~~338~~224,~~015~~553			~~100~~1,020.0	%
Total revenues	$	67,~~099~~012,~~889~~633		100.0	%	$	43,~~081~~595,~~554~~589		100.0	%	$	23,~~018~~417,~~335~~044			5295.40	%

Revenues from cross-border freight solutions for the Asia-based customers increased by approximately $1.23 million, or 4348.08%, from approximately $2.8 million for the three months ended ~~September~~December 3031, 2024, to approximately $4.01 million for the three months ended ~~September 30~~December 31, 2025. Revenues from cross-border freight solutions for the U.S.-based customers decreased by approximately $0.51 million, or 4123.48%, from approximately $10.26 million ~~for~~ for the three months ended ~~September~~December 3031, 2024 to approximately $0.75 million for the same period in 2025.

The increase in revenues from Asia-based customers for the three months ended ~~September~~December 3031, 2025 was primarily driven by strengthened relationships with key clients. During ~~The~~the ~~company~~three ~~assigned~~months ~~dedicated~~ended ~~teams~~December to31, ~~manage~~2024, ~~high-value~~the ~~accounts,~~Company ~~which~~experienced ~~led~~reduced volumes from Asia-based customers due to andelays ~~increase~~and intemporary suspensions ~~their~~of ~~shipment~~certain ~~volumes~~cross-border logistics projects amid heightened U. InS.–China ~~addition~~trade tensions, ~~revenue~~particularly ~~growth~~affecting ~~was~~e-commerce customers. ~~supported~~During bythe anthree ~~expansion~~months ofended ~~value-added~~December ~~logistics~~31, ~~services~~2025, ~~reflecting~~project ~~higher~~activity ~~demand~~gradually ~~for~~resumed ~~services such~~ as ~~repackaging,~~trade ~~handling~~conditions improved, ~~and~~resulting in ~~customized~~higher ~~solutions~~revenue from Asia-based customers.

~~The~~We ~~decrease~~also inassigned ~~revenue from~~dedicated ~~the~~teams ~~U.S.-based~~to ~~customers~~manage ~~for~~high-value ~~the~~accounts, ~~three~~which ~~months~~led ~~ended~~to ~~September~~an ~~30,~~increase ~~2025,~~in ~~compared~~their toshipment ~~the~~volumes. ~~same~~In ~~period~~addition, inrevenue ~~2024,~~growth was ~~primarily~~supported ~~driven~~ by aan ~~decrease~~expansion inof ~~shipment volumes serving e~~value-~~commerce~~added ~~platforms~~logistics ~~and~~services, ~~concerns~~reflecting ~~over~~higher ademand ~~potential~~for ~~economic~~services ~~downturn~~such ~~and~~as ~~reduced~~repackaging, ~~consumer spending power in the U.S.~~handling, ~~which~~and ~~led~~customized ~~to lower shipment volumes~~solutions.

~~Our~~The ~~customers~~decrease ~~for~~in ~~the~~revenue ~~distribution~~from ofthe ~~pharmaceutical~~U.S.-based ~~products~~customers ~~are~~for ~~located~~the inthree ~~China,~~months asended weDecember ~~specifically~~31, ~~target~~2025, ~~the~~compared ~~Chinese~~to ~~market. For~~ the ~~three~~same ~~months ended~~period ~~September~~in 302024, ~~2025,~~was ~~our~~primarily ~~total~~driven ~~revenue~~by ~~from~~a decrease ~~pharmaceutical~~in ~~product~~shipment ~~distribution~~volumes ~~amounted~~serving toe-commerce ~~$1.3~~platforms ~~million.~~and Weconcerns ~~did~~over ~~not~~a ~~generate~~potential ~~any revenue~~economic ~~from~~downturn ~~this~~and ~~segment~~reduced consumer spending power in the ~~same~~U.S., ~~period~~which ofled ~~the~~to ~~prior~~lower ~~year~~shipment volumes.

Our customers for the distribution of pharmaceutical products are located in China, as we specifically target the Chinese market. For the three months ended December 31, 2025, our total revenue from pharmaceutical product distribution amounted to approximately $2.4 million. For the three months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to approximately $0.2 million.

Cost of Revenues

A breakdown of our cost of revenues for the three months ended ~~September~~December 3031, 2025 and 2024 is as follows:

For the three months ended September 30,

Amount Increase

Percentage Increase

For the three months ended December 31,

Amount Increase

Percentage Increase

2025

2024

(Decrease)

Cost of revenue from cross-border freight solutions

Transportation and delivery costs

1,~~476~~698,~~989~~675

1,~~633~~401,~~890~~927

~~(156~~296,~~901~~748

)

(921.62

Warehouse service charges

~~898~~702,~~262~~377

~~770~~867,~~102~~098

~~128~~(164,~~160~~721

)

16(19.60

Custom declaration and terminal charges

1863,~~127,988~~749

~~441~~583,~~624~~471

~~686~~280,~~364~~278

~~155~~48.40

Freight arrangement charges

~~121~~65,~~687~~966

~~164~~128,~~340~~205

(4262,~~653~~239

)

(2648.05

Overhead cost

~~575~~577,~~426~~077

~~549~~535,~~059~~328

2641,~~367~~749

47.8

Subtotal

43,~~200~~907,~~352~~844

3,~~559~~516,~~015~~029

~~641~~391,~~337~~815

1811.01

Cost of revenue from distribution of pharmaceuticals

Cost of goods sold

~~790~~1,~~770~~194,496

-121,791

~~790~~1,~~770~~072,705

~~100~~880.08

Total cost of revenue

45,~~991~~102,~~122~~340

3,~~559~~637,~~015~~820

1,~~432~~464,~~107~~520

40.23

Our cost of revenues from cross-border freight solutions ~~decreased~~increased by approximately $0.64 million, or 18 11.01%, from approximately $3.65 million for the three months ended ~~September~~December 3031, 2024, to approximately $43.29 million for the three months ended ~~September~~December 3031, 2025. The ~~decrease~~increase in cost of revenues was mainly due to the combined effects of:

(i) an increase in ~~customs~~transportation ~~declaration~~ and ~~terminal~~delivery ~~charges~~costs, ~~consisting~~including oftrucking, ~~customs fees~~drayage, ~~handling~~chassis ~~charges~~rental, ~~and~~freight, ~~entry service fees charged by ports~~ and ~~terminals~~delivery costs during the three months ended ~~September~~December 3031, 2025, ~~resulting~~which ~~from~~was primarily due to an increase in ~~the~~delivery ~~volume~~services ofprovided ~~cross-border~~to ~~freight~~customers. weBoth ~~handled,~~revenue ~~particularly~~from ~~airfreight,~~transportation ~~during~~services and the ~~same~~associated ~~period~~delivery costs increased in line with the change in service;

(ii) an increase in ~~warehouse~~customs ~~service~~declaration ~~charges, primarily representing labor costs at our regional warehousing~~ and ~~distribution~~terminal ~~centers during the three months ended September 30~~charges, ~~2025,~~consisting ~~was~~of ~~mainly~~customs ~~driven by four factors. First~~fees, ~~industry~~handling ~~hourly wage rates increased during the year~~charges, ~~leading~~and toentry ~~higher~~service ~~overall~~fees ~~staffing~~charged ~~expenses. Second, we adjusted our staffing structure~~ by ~~reducing~~ports ~~regular full-time positions~~ and ~~increasing~~terminals ~~the~~during ~~use of contracted labor to improve operational flexibility in response to~~ the ~~lower~~three ~~shipping~~months ~~volume~~ended ~~experienced~~December ~~in the current year. Third~~31, ~~more labor was required for unpacking shipments into smaller packages to meet customer requirements~~2025, ~~which~~resulting ~~further~~from ~~contributed~~an ~~to the~~ increase in ~~warehouse labor costs. Fourth, we have one more warehouse used for~~ the ~~operation~~volume ~~and~~of ~~increase~~cross-border ~~the~~freight ~~contract~~we ~~service costs at warehouses. This more flexible staffing model positions us to adjust more efficiently to future changes in shipment volume~~handled, ~~and~~particularly ~~if volume decreases further~~airfreight, weduring ~~expect~~the tosame ~~be able to reduce labor costs more promptly~~period; ~~which was partly offset by~~

(iii) aan ~~decrease~~increase in ~~transportation~~overhead ~~and delivery~~ costs, ~~including~~mainly ~~trucking~~comprising warehouse and equipment lease expenses, ~~drayage~~utilities, ~~chassis~~depreciation ~~rental,~~of ~~freight~~property and equipment, and ~~delivery~~other direct costs during the three months ended ~~September~~December 3031, 2025,. ~~which~~The ~~was~~increase ~~primarily due to a reduction~~ in ~~delivery~~balance ~~services~~was ~~provided~~mainly toattributable ~~customers. More customers shifted from standard shipping services~~ to ~~value-added~~the ~~offerings~~annual ~~such~~rent asadjustment; ~~warehouse repackaging. These services require less transportation activity and rely more on in-facility processing,~~ which ~~reduces~~was ~~our~~partly ~~related~~offset ~~delivery expenses. As a result, both revenue from transportation services and the associated delivery costs declined in line with the change in service;~~by

(iv) a decrease in ~~freight~~warehouse ~~arrangement~~service charges, ~~mainly~~primarily representing ~~scheduling~~labor ~~and~~costs ~~booking~~at ~~fees~~our ~~for~~regional ~~cross-border~~warehousing ~~ocean freight~~ and ~~airfreights~~distribution ~~from~~centers ~~the U.S. to China,~~ during the three months ended ~~September~~December 3031, 2025, ~~primarily~~was mainly driven by reduced contractor labor cost due to a ~~decrease~~strategic shift in ~~the~~our staffing model. We transitioned away from high-volume, general temporary staffing in favor of ~~cross-border~~retaining ~~ocean~~a ~~arrangements~~core group of highly skilled and experienced contract personnel. By prioritizing the retention of contractors with deep institutional knowledge of our workflows, ~~from~~we achieved a higher units-per-labor-hour (UPH) ratio and significantly reduced the Uoverhead associated with onboarding and training.S. This stabilization of the workforce allowed us to ~~China~~absorb increased throughput demand with a lower total headcount, effectively reducing our variable cost per shipment while maintaining high accuracy and safety standard; and

(v)

a decrease in freight arrangement charges, mainly representing scheduling and booking fees for cross-border ocean freight and airfreights from the U.S. to China, during the three months ended December 31, 2025, primarily due to a decrease in the volume of cross-border ocean arrangements, from the U.S. to China.

Our cost of revenues from the distribution of pharmaceuticals ~~was~~increased by approximately $01.1 million, or 880.8%, from approximately $0.1 million for the three months ended ~~September~~December 3031, ~~2025.~~2024, Weto ~~did~~approximately ~~not~~$1.2 ~~generate~~million ~~any~~for ~~revenue from this segment in~~ the ~~same~~three ~~period~~months ofended ~~the~~December ~~prior~~31, ~~year~~2025.

Gross Profit

Our overall gross profit was approximately $1.19 million for the three months ended ~~September~~ 30December 31, 2025, compared to gross loss of approximately $0.504 million in the same period of the prior year.

Our gross margin for cross-border freight solutions was 1114.85% for the three months ended ~~September~~December 3031, 2025, compared to 12(4.81)% for three months ended ~~September~~December 3031, 2024. The ~~decrease~~increase in gross margin was primarily attributable to ~~increased~~combined ~~overhead~~effect of (i) the easing of trade tensions and the stabilization of cross-border trade policies resulted in an increase in shipment volumes. This volume growth allowed for better absorption of fixed costs ~~allocated~~and improved pricing power across our primary freight lane, and (ii) decreased warehouse labor costs, as discussed above.

Our gross margin for ~~the~~ distribution of pharmaceutical was 4051.91% for the three months ended ~~September~~December 3031, 2025., ~~This~~compared isto ~~a new business segment in the current year and therefore no gross margin was reported in the same period of the prior year~~44. ~~The gross margin of the distribution of pharmaceutical was 56.1~~2% for ~~the~~ ~~fiscal~~three ~~year~~months ~~2025,~~ended ~~from~~December ~~the inception to June 30~~31, ~~2025~~2024. Increase ~~This~~in ~~comparatively~~gross ~~lower~~ margin was ~~primarily~~mainly due to ~~favorable purchase discounts offered by our suppliers, who extended these incentives to support the establishment of a long-term partnership as we entered this market as a~~ new ~~customer,~~products inwith ~~fiscal~~higher ~~year~~profit ~~2025. Excluding the impact of the favorable purchase discounts, the gross~~ margin ~~for pharmaceutical distribution in fiscal year 2025 would be approximately 38~~.~~4%, which is comparable to the current quarter.~~

Selling Expenses

Our selling expenses amounted to approximately $0.29 million for the three months ended ~~September~~December 3031, 2025, compared to aapproximately ~~nominal~~$0.05 ~~amount~~million for the same period in 2024. The increase was primarily driven by the salaries for our sales team, ~~software~~marketing ~~expenses~~expense of a system and the advertising expense amounted to approximately $0.27 million, both of which were incurred in connection with the launch of our new pharmaceutical distribution service during the year.

General and Administrative Expenses

Our general and administrative expenses increased by approximately $0.3 million, or 1415.76%, from approximately $1.89 million for the three months ended ~~September~~December 3031, 2024, to approximately $2.12 million for the three months ended ~~September~~December 3031, 2025. These expenses represented 3431.65% and 4553.02% of our total revenues for the three months ended ~~September 30~~December 31, 2025 and 2024, respectively. The increase was mainly due to increase in our ~~professional~~consultancy ~~expense~~service fee and our new pharmaceutical distribution segment in the second quarter of the fiscal year ended June 30, 2025 contributed to the rise in operating costs.

9Our professional fees increased by approximately $0.5 million, or 254.2%, from approximately $0.2 million for the three months ended December 31, 2024, to approximately $0.8 million for the three months ended December 31, 2025. Our professional fee represented 34.6% and 11.3% of our total general and administrative expenses for the three months ended December 31, 2025 and 2024, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Our professional fees increased by $0.3 million, or 67.8%, from $0.3 million for the three months ended September 30, 2024, to $0.6 million for the three months ended September 30, 2025. Our professional fee represented 27.1% and 18.5% of our total general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Other Income, net

Our other income, net, increased by $3743,~~051~~788, or 3347.7%, from $~~109~~91,~~788~~ 753 for the three months ended ~~September~~December 3031, 2024, to $~~146~~135,~~839~~541 for the three months ended ~~September~~December 3031, 2025. The increase was primarily due to increase in interest income of $6039,~~561~~491 in connection with a third-party loan~~, which was partly offset by slightly decrease in rental income by $14,945~~.

Interest Expenses

Our interest expenses increased by $~~168~~142,~~331~~567, or ~~598~~348.87%, from $2840,~~110~~882 for the three months ended ~~September~~December 3031, 2024, to $~~196~~183,~~441~~449 for the three months ended ~~September 30,~~December 31, 2025. The increase in interest expense was mainly due to higher outstanding interest-bearing loans and interest expense in connection with the convertible note.

Loss Before Income Taxes

We had a net loss before ~~income~~ income taxes of approximately $1.35 million and approximately $1.29 million for the three months ended ~~September~~December 3031, 2025 and 2024, respectively. We were in a loss position before income taxes for the three months ended ~~September~~December 3031, 2025, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the three months ended ~~September 30~~December 31, 2025 as mentioned above.

Income Tax Expense

We had income tax expenses of $3545,~~990~~049 and $~~89,581~~nil for the three months ended ~~September~~December 3031, 2025 and 2024, respectively. A current income tax provision of $5746,~~979~~554 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the three months ended ~~September 30~~December 31, 2025.

Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a ~~recovery of~~ deferred income tax credit of $211,~~989~~505 due to amortization of intangible assets, resulting in a net income tax expense of $3545,~~990~~049 for the three months ended ~~September~~December 3031, 2025.

We did not have current income tax provision in the three months ended ~~September~~December 3031, 2024, due to net operating loss, and we recognized a net deferred income tax asset of $~~373~~585,~~897~~198 due to temporary differences recognized and net operating loss carried forward. We also recognized a valuation allowance of $~~463~~585,~~478~~198 to write off our deferred tax asset since we are uncertain that we will be able to utilize the deferred tax asset to offset future taxable income, resulting in a net ~~deferred~~income tax expense of $~~89,581~~nil in the three months ended ~~September~~December 3031, 2024.

Net loss

As a result of the foregoing, we had a net loss of $1.46 million and of $1.39 million for the three months ended ~~September~~December 3031, 2025 and 2024, respectively.

For the Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024

The following table summarizes our consolidated results of operations and percentages of certain items in relation to total revenues for the six months ended December 31, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

	For the Six Months Ended December 31,
	2025					2024
Revenues	Amount		% of total Revenues			Amount		% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenue from cross-border freight solutions
Cross-border ocean freight solutions	$	2,380,397		18.2	%	$	3,211,396		41.8	%	$	(830,999	)		(25.9	)%
Cross-border airfreight solutions		6,951,471		53.0	%		4,247,661		55.4	%		2,703,810			63.7	%
Subtotal		9,331,868		71.2	%		7,459,057		97.2	%		1,872,811			25.1	%
Revenue from distribution of pharmaceutical products		3,780,654		28.8	%		218,086		2.8	%		3,562,568			1,633.6	%
Total revenues		13,112,522		100.0	%		7,677,143		100.0	%		5,435,379			70.8	%

Cost of revenues – cross-border freight solution		8,108,196		61.8	%		7,075,044		92.2	%		1,033,152			14.6	%
Cost of revenues – pharmaceutical products		1,985,266		15.2	%		121,791		1.5	%		1,863,475			1,530.1	%
Total cost of revenues		10,093,462		77.0	%		7,196,835		93.7	%		2,896,627			40.2	%

Gross profit – cross-border freight solution		1,223,672		13.1	%		384,013		5.1	%		839,659			218.7	%
Gross profit – pharmaceutical products		1,795,388		47.5	%		96,295		44.2	%		1,699,093			1,764.5	%
Total gross profit	$	3,019,060		23.0	%	$	480,308		6.3	%	$	2,538,752			528.6	%

Revenues

Our total revenues from cross-border freight solutions increased by approximately $1.9 million, or 25.1%, from approximately $7.5 million for the six months ended December 31, 2024, to approximately $9.3 million for the six months ended December 31, 2025. The increase was mainly due to increase in revenue from cross-border airfreight solutions.

Revenues from our cross-border airfreight solutions increased by approximately $2.7 million or 63.7%, from approximately $4.2 million for the six months ended December 31, 2024, to approximately $7.0 million for the six months ended December 31, 2025. Despite our volume of cross-border air freight processed decreased, from approximately 11,732 tons for the six months ended December 31, 2024, to approximately 11,141 tons for the six months ended December 31, 2025, our revenue increased primarily due to we experienced stronger demand of value-added services, such as warehouse repackaging and related handling services, which generates higher revenue per shipment and more than offset the impact of lower freight volumes.

Revenues from our cross-border ocean freight solutions decreased by approximately $0.8 million, or 25.9%, from approximately $3.2 million for the six months ended December 31, 2024, to approximately $2.4 million for the six months ended December 31, 2025. This reduction was primarily due to a decrease in the volume of cross-border ocean freight processed and forwarded, dropping from 2,476 TEU in the six months ended December 31, 2024, to 2,356 TEU for the six months ended December 31, 2025.

Starting from December 2024, we established a new revenue stream through the distribution of pharmaceutical products. We procured pharmaceuticals—primarily pharmaceutical solutions—directly from manufacturers and supplied them to distributors, hospitals, and clinics. For the six months ended December 31, 2025, our total revenue from pharmaceutical product distribution amounted to approximately $3.8 million. For the six months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to approximately $0.2 million.

Revenues by Customer Geographic

	For the Six Months Ended December 31,
	2025					2024
Revenues	Amount		% of total Revenues			Amount		% of total Revenues			Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenue from cross-border freight solutions
Asia-based customers	$	8,108,536		61.8	%	$	5,559,837		72.5	%	$	2,548,699			45.8	%
U.S.-based customers		1,223,332		9.4	%		1,899,220		24.7	%		(675,888	)		(35.6	)%
		9,331,868		71.2	%		7,459,057		97.2	%		1,872,811			25.1	%
Revenue from distribution of pharmaceuticals
Asia-based customers		3,780,654		28.8	%		218,086		2.8	%		3,562,568			1,633.6	%
Total revenues	$	13,112,522		100.0	%	$	7,677,143		100.0	%	$	5,435,379			70.8	%

Revenues from cross-border freight solutions for the Asia-based customers increased by approximately $2.5 million, or 45.8%, from approximately $5.6 million for the six months ended December 31, 2024, to approximately $8.1 million for the six months ended December 31, 2025. Revenues from cross-border freight solutions for the U.S.-based customers decreased by approximately $0.7 million, or 35.6%, from approximately $1.9 million for the six months ended December 31, 2024 to approximately $1.2 million for the same period in 2025.

The increase in revenues from Asia-based customers for the six months ended December 31, 2025 was primarily driven by strengthened relationships with key clients. The company assigned dedicated teams to manage high-value accounts, which led to an increase in their shipment volumes. In addition, revenue growth was supported by an expansion of value-added logistics services, reflecting higher demand for services such as repackaging, handling, and customized solutions.

The decrease in revenue from the U.S.-based customers for the six months ended December 31, 2025, compared to the same period in 2024, was primarily driven by a decrease in shipment volumes serving e-commerce platforms and concerns over a potential economic downturn and reduced consumer spending power in the U.S., which led to lower shipment volumes.

Our customers for the distribution of pharmaceutical products are located in China, as we specifically target the Chinese market. For the six months ended December 31, 2025, our total revenue from pharmaceutical product distribution amounted to approximately $3.8 million. For the six months ended December 31, 2024, our total revenue from pharmaceutical product distribution amounted to approximately $0.2 million.

Cost of Revenues

A breakdown of our cost of revenues for the six months ended December 31, 2025 and 2024 is as follows:

	For the Six Months Ended December 31,				Amount Increase			Percentage Increase
	2025		2024		(Decrease)			(Decrease)
Cost of revenue from cross-border freight solutions
Transportation and delivery costs	$	3,175,664	$	3,035,817	$	139,847			4.6	%
Warehouse service charges		1,600,639		1,637,200		(36,561	)		(2.2	)%
Custom declaration and terminal charges		1,991,737		1,025,095		966,642			94.3	%
Freight arrangement charges		187,653		292,545		(104,892	)		(35.9	)%
Overhead cost		1,152,503		1,084,387		68,116			6.3	%
Subtotal		8,108,196		7,075,044		1,033,152			14.6	%
Cost of revenue from distribution of pharmaceuticals
Cost of goods sold		1,985,266		121,791		1,863,475			1,530.1	%
Total cost of revenue	$	10,093,462	$	7,196,835	$	2,896,627			40.2	%

Our cost of revenues from cross-border freight solutions increased by approximately $1.0 million, or 14.6%, from approximately $7.1 million for the six months ended December 31, 2024, to approximately $8.1 million for the six months ended December 31, 2025. The increase in cost of revenues was mainly due to the combined effects of:

(i)

an increase in customs declaration and terminal charges, consisting of customs fees, handling charges, and entry service fees charged by ports and terminals during the six months ended December 31, 2025. Compared to six months ended December 31, 2024, we experienced a higher frequency of ocean-based vessel discharges and thus incurred more terminal charges during the six months ended December 31, 2025, despite of the decrease in the volume of cross-border freight we handled, particularly airfreight;

(ii)

an increase in transportation and delivery costs, including trucking, drayage, chassis rental, freight, and delivery costs during the six months ended December 31, 2025, which was significantly lower than the corresponding increase in revenue. This improved margin profile was primarily driven by two strategic factors: (i) We achieved greater density in our logistics network by prioritizing Full Truckload (“FTL”) shipments. By maximizing the capacity of each vehicle and reducing empty-mile or partial-load transit, we were able to scale our total shipment volume without a linear increase in trucking and fuel expenses, and (ii) shifted its service mix from standard shipping to value-added offerings, such as customized warehouse repackaging and specialized handling. These services generate higher revenue per unit compared to commoditized freight transport but incur lower incremental delivery and drayage costs; which was partly offset by

(iii)

an increase in overhead costs, mainly comprising warehouse and equipment lease expenses, utilities, depreciation of property and equipment, and other direct costs during the six months ended December 31, 2025. The increase in balance was mainly attributable to the annual rent adjustment; which was partly offset by

(iv)

a decrease in freight arrangement charges, mainly representing scheduling and booking fees for cross-border ocean freight and airfreights from the U.S. to China, during the six months ended December 31, 2025, primarily due to a decrease in the volume of cross-border ocean arrangements, from the U.S. to China; and

Our cost of revenues from the distribution of pharmaceuticals was approximately $2.0 million and approximately $0.1 million for the six months ended December 31, 2025 and 2024, respectively. Increase was consistent with increase in revenue from distribution of pharmaceuticals.

Gross Profit

Our overall gross profit was approximately $3.0 million and approximately $0.5 million for the six months ended December 31, 2025 and 2024, respectively.

Our gross margin for cross-border freight solutions was 13.1% and 5.1% for the six months ended December 31, 2025 and 2024, respectively. The increase in gross margin was primarily attributable to strategically increase our proportion of high-margin value-added services. These services command higher pricing compared to traditional freight, shifting our revenue mix toward more profitable activities.

Our gross margin for the distribution of pharmaceutical was 47.5% for six months ended December 31, 2025. compared to 44.2% for six months ended December 31, 2024. Slightly increase in gross margin was mainly due to we offer new products with higher profit margin.

Selling Expenses

Our selling expenses amounted to approximately $1.1 million for the six months ended December 31, 2025, compared to approximately $0.05 million for the same period in 2024. The increase was primarily driven by the salaries for our sales team, marketing expenses of a system and the advertising expense amounted to approximately $0.9 million, both of which were incurred in connection with the launch of our new pharmaceutical distribution service in December 2024.

General and Administrative Expenses

Our general and administrative expenses increased by approximately $0.6 million, or 15.2%, from approximately $3.7 million for the six months ended December 31, 2024, to approximately $4.3 million for the six months ended December 31, 2025. These expenses represented 32.9% and 48.8% of our total revenues for the six months ended December 31, 2025 and 2024, respectively. The increase was mainly due to increase in our professional expense and our new pharmaceutical distribution segment in the second quarter of the fiscal year ended June 30, 2025 contributed to the rise in operating costs.

Our professional fees increased by approximately $0.8 million, or 140.2 %, from approximately $0.6 million for the six months ended December 31, 2024, to approximately $1.3 million for the six months ended December 31, 2025. Our professional fee represented 30.9% and 14.8% of our total general and administrative expenses for the six months ended December 31, 2025 and 2024, respectively. The increase was primarily due to advisory and consulting expenses strategic planning initiatives. These costs included external support for market assessments, financial and operational due diligence, and the development of long-term strategic plans to guide future growth.

Other Income, net

Our other income, net, increased by $80,839, or 40.1%, from $201,541 for the six months ended December 31, 2024, to $282,380 for the six months ended December 31, 2025. The increase was primarily due to increase in interest income in connection with a third-party loan.

Interest Expenses

Our interest expenses increased by $310,898, or 450.6%, from $68,992 for the six months ended December 31, 2024, to $379,890 for the six months ended December 31, 2025. The increase in interest expense was mainly due to higher outstanding interest-bearing loans and interest expense in connection with the convertible note.

Loss Before Income Taxes

We had a net loss before income taxes of approximately $2.9 million and approximately $3.2 million for the six months ended December 31, 2025 and 2024, respectively. We were in a loss position before income taxes for the six months ended December 31, 2025, primarily attributable to the net effects of: (i) the rise in operating expenses, which was partly offset by an increase in gross profit due to the new business segment for the six months ended December 31, 2025 as mentioned above.

Income Tax Expense

We had income tax expenses of $81,039 and $89,581 for the six months ended December 31, 2025 and 2024, respectively. A current income tax provision of $104,533 was recognized for a subsidiary with net assessable income while no current income tax provision was recognized for subsidiaries in net operating loss for the six months ended December 31, 2025.

Based on management’s assessment of future taxable income, the Company determined that it was no longer more likely than not that sufficient future taxable income would be available to utilize the deferred tax benefits. As a result, the Company recorded a full valuation allowance against its DTAs and did not recognize any deferred tax assets. We recognized a deferred income tax credit of $23,494 due to amortization of intangible assets, resulting in a net income tax expense of $81,039 for the six months ended December 31, 2025.

We did not have current income tax provision in the six months ended December 31, 2024, due to net operating loss, and we recognized a deferred income tax asset of $959,095 due to temporary differences recognized and net operating loss carried forward. We also recognized a valuation allowance of $1,048,676 to write off our deferred tax asset since we are uncertain that we will be able to utilize the deferred tax asset to offset future taxable income, resulting in a net income tax expense of $89,581 in the six months ended December 31, 2024.

Net loss

As a result of the foregoing, we had a net loss of approximately $2.9 million and of approximately $3.3 million for the six months ended December 31, 2025 and 2024, respectively.

Liquidity and Capital Resources

As of ~~September~~December 3031, 2025, we had a cash balance of approximately $41.5 6 million. Our current assets were approximately $1521.02 million, and our current liabilities were approximately $910.84 million, resulting in a current ratio of 12.503 and positive working capital of approximately $510.2 8 million. Total stockholders’ equity as of ~~September~~December 3031, 2025 was approximately $712.02 million.

As of ~~September~~December 3031, 2025 and June 30, 2025, we had accounts receivable net of allowance of approximately $3.4.2 million and approximately $3.3 million, respectively. We periodically review our accounts receivable and allowance level to ensure our methodology for determining allowances is reasonable and to accrue additional allowances if necessary. For accounts receivable as of ~~September~~December 3031, 2025 and June 30, 2025, we provided a credit loss allowance of $171,~~613~~ 609 and $87,728, respectively.

As of December 31, 2025, our liquidity position is significantly influenced by a material loan receivable from an unaffiliated third party. The gross principal balance is governed by a loan agreement dated July 3, 2025, bearing interest at 4.35% per annum with a maturity date of July 3, 2026.

At December 31, 2025, the carrying value of this receivable was approximately $6.6 million, net of an allowance for credit losses of $288,000. This net balance represents 32.3% of our total current assets, constituting a significant concentration of credit risk.

Our ability to fund future operating activities and working capital requirements is partially dependent on the timely collection of this principal and interest. While we continue to monitor the counterparty’s creditworthiness and currently believe they maintain the financial capacity to meet their obligations, the recorded allowance reflects our estimate of expected credit losses under the CECL (Current Expected Credit Loss) model. Any material default or significant delay in payment by this third party could adversely impact our short-term liquidity and necessitate alternative financing. There can be no assurance that the balance will be collected in full in accordance with its contractual terms.

In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenues sources in the future, and our operating and capital expenditure commitments. Historically, we have funded our working capital needs primarily through operations, issuances of convertible debts, private placements, loans, initial public offerings and working capital loans from stockholders. Our working capital requirements are influenced by the efficiency of our operations, the volume and dollar value of our revenue contracts, the progress in the execution of customer contracts, and the timing of accounts receivable collections.

Cash Flows

The following table sets forth summary of our cash flows for the periods indicated:

	For the periods ended September 30,
	For the Six Months Ended December 31,
	2025			2024
Net cash used in operating activities	$	(4,~~016~~469,~~518~~978	)	$	(1,~~402~~933,~~784~~000	)
Net cash used in investing activities		(~~108~~7,~~800~~145,990	)		(381,~~279~~350,498	)
Net cash provided by financing activities		38,~~672~~095,~~316~~889			4,~~044~~295,~~402~~361
Effect of exchange rate changes on cash		36205,~~578~~457			12(11,~~386~~999	)
Net increase in cash and cash equivalent		(~~416~~3,~~424~~314,622	)		2999,~~615,725~~864
Cash, beginning of the period		4,956,060			123,550
Cash, end of the period	$	41,~~539~~641,~~636~~438			21,~~739~~123,~~275~~414

Operating Activities

Net cash used in operating activities was $4,~~016~~469,~~518~~978 in the ~~three~~six months ended ~~September~~December 3031, 2025, which included a net loss of $12,~~357~~940,~~216~~897, adjusted for non-cash items of $12,~~037~~504,~~413~~011 and changes in working capital deficits of $34,~~696~~033,~~715~~092. The non-cash items primarily included $~~527~~1,~~261~~054,794 straight -line lease expense of operating leases, $~~359~~940,~~239~~860 stock-based compensation for consulting expenses, $50102,~~565~~975 depreciation included in G&A and cost of revenue, $817,~~600~~200 depreciation of right-of-use finance assets, $6998,~~602~~835 amortization of discount and bond issuance cost, $2142,~~371~~ 742 amortization of intangible assets, $~~$60~~100,~~561~~052 interest income from a third party loan, $83288,~~325~~000 from provision of allowance for expected credit loss on loan receivable, $82,151 from provision of allowance for expected credit loss and a decrease of $2123,~~989~~494 from deferred tax liabilities. The adjustments for changes in working capital mainly included an increase of $~~279~~932,~~024~~852 in accounts receivable from third parties due to an increase of revenues near period end, an increase of $8247,~~118~~610 in ~~other~~accounts receivable – related parties, an increase in inventory of $3527,~~452~~802, an increase of $23,~~935~~000,~~837~~087 in prepayment, deposit and other receivable ~~– third parties~~ and a payment of $~~897~~1,~~689~~ 341,522 for operating lease liabilities, partially offset by a decrease of $6950,~~662~~142 in contract assets, an increase of $~~121~~71,~~571~~761 in refund liabilities, an increase of $39135,~~445~~197 in accounts payable to related parties, an increase of $45404,~~114~~825 in accounts payable to third parties, a decrease of ~~$43,435 in accounts receivable from related parties, a decrease~~ of $5165,~~279~~ 152 in note receivable, a decrease of $6170,~~133~~169 in right of return assets, an increase of $1835,~~175~~428 in contract liabilities, an increase of $4594,~~704~~ 806 in tax payable, and an increase of $37389,~~887~~301 in accrued liabilities and other payables.

1115

Net cash used in operating activities was $1,~~402~~933,~~784~~000 in the ~~three~~six months ended ~~September~~December 3031, 2024, including net loss of $13,~~335~~282,~~407~~227, adjusted for non-cash items ~~for~~ for $~~612~~1,~~895~~183,152 and changes in working capital of ~~negative~~positive $~~680~~166,~~272~~075. The non-cash items primarily included $~~466~~989,~~723~~003 amortization and interest expense of operating lease assets, $3687,~~159~~132 depreciation included in G&A and cost of revenue, $715,~~595~~480 depreciation of right-of-use finance assets and $121,~~837~~ 956 from provision of allowance for expected credit loss and a decrease of $89,581 from deferred tax asset due to recognition of valuation allowance. The adjustments for changes in working capital mainly included a decrease of $~~402~~424,~~895~~648 and $~~156~~565,~~850~~ 766 in accounts ~~payable~~receivable — third parties and related parties, respectively, ~~an increase of $77,812 in~~ due ~~from~~to ~~related parties because of rental income recognized for the three months ended September 30, 2024,~~ a decrease of ~~$470,260~~revenues innear ~~operating~~period ~~lease~~end ~~liabilities~~ and aan ~~decrease~~ increase of $24312,~~876~~722 in accrued expense and other payable, partially offset by aan ~~decrease~~increase ofin ~~$282~~prepayment,~~864~~ deposit and ~~$257,924~~other ~~in accounts~~ receivable —of ~~third~~$112,620, a ~~parties~~decrease ~~and~~of ~~related parties~~$742,649 ~~respectively,~~in ~~due~~operating tolease liabilities and a decrease of ~~revenues~~$156,165 ~~near~~in ~~the~~accounts ~~period~~payable ~~end~~— related parties.

The $2,~~613~~536,~~734~~978 increase in cash used in operating activities for the ~~three~~ six months ended ~~September~~December 3031, 2025, compared to the prior year, was primarily due to an increase in advance deposits of $2.8,873,260 ~~million~~ to a supplier and an increase of $1,357,500 in accounts receivable — third parties, partly offset by a decrease of $341,330 in net loss and an increase of $~~644~~667,~~304~~902 in accounts payable — third parties and related parties due to the timing of vendor, client, and related parties payment.

Investing Activities

Net cash used in investing activities was $~~108~~7,~~800~~145,990 and $381,~~279~~ 350,498 for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, respectively. Net cash used in investing activities for the ~~three~~six months ended ~~September 30~~December 31, 2025, was primarily attributable toloans ~~an additional loan~~ of $~~108~~7,~~800~~037,190 to a third party. The cash used in same period of last year ~~mainly attributable to~~ was primarily attributable to loans to ~~our~~a ~~purchases~~third party of ~~property~~$686,697 and ~~equipment and~~net ~~the~~cash ~~prepayment~~payment for ~~the~~asset ~~installation~~acquisition of ~~a security system which was still in progress as of the period ended~~$552,721.

Financing Activities

Net cash provided by financing activities was $38,~~672~~095,~~316~~889 ~~for~~and ~~the three months ended September 30, 2025, compared with~~ $4,~~044~~295,~~402~~ 361 for the ~~same~~six ~~period~~months inended ~~the~~December ~~prior~~31, ~~year~~2025 and 2024. The ~~decrease~~increase was primarily due to aproceeds ~~smaller scale~~from private placement of financing activities compared with the prior period. During the ~~three~~six months ended ~~September~~December 3031, 2025, we generated cash inflows from loan borrowings of $1~~.2 million~~, 644,523, private placements of $~~3.0 million~~7,133,492, advances from related parties of $~~0.3~~260,144 ~~million~~ and advance from shareholders of $~~0.1 million~~174,626, which were partially offset by $~~0.3~~399,615 ~~million~~ in principal repayments of convertible debt, loan repayments of $~~0.2 million~~597,546 ~~advance to a third party of $0.2 million~~ and advance to related parties of $062,779.~~2 million.~~ During the ~~three~~six months ended ~~September~~ 30December 31, 2024, we had due to the net proceeds of ~~approximately~~ $5,351,281 from the offering, ~~partly~~and ~~offset~~proceeds byfrom ~~repayment~~loan borrowing of $~~879~~195,~~574~~000 toand ~~shareholders~~a loan from a third party of $276, ~~loans~~365, partly offset by repayment of $~~265~~805,~~456~~345 ~~and~~to ~~advancement~~shareholders toand ~~related~~loans ~~party~~repayment of $~~126~~339,~~227~~ 914 during the ~~three~~six months ended ~~September~~December 3031, 2024.

Capital Expenditure

Our capital expenditures are incurred primarily in connection with the purchase of fixed assets, including machinery and equipment, furniture and fixtures, leasehold improvement and vehicles. Our capital expenditures amounted to nil and $38111,~~279~~080 for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, respectively.

We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We intend to fund our future capital expenditures with our existing cash balance, proceeds of loans and issuance of convertible debts and private placement offering.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect our reported amounts of assets, liabilities, revenue, costs and expenses, and any related disclosures. Actual results could materially differ from those estimates. Critical accounting policy is both material to the presentation of financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on financial condition or results of operations. Accounting estimates and assumptions may become critical when they are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance.

Critical accounting estimates are estimates that require us to make assumptions about matters that were highly uncertain at the time the accounting estimate were made and if different estimates that we reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely occur from period to period, have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. The management of the Company believes the following critical accounting estimate is the most significantly affected by judgments and assumptions used in the preparation of our consolidated financial statements:

Common Stock Warrants Instruments

The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company determined, upon further review of the warrant agreement and the convertible debt agreement, that the common stock warrants are qualified for equity accounting treatment. The fair value of equity-classified warrants is estimated as of the date of issuance using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model includes various assumptions, including the fair market value of our common stock, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside our control.

~~Refer~~Allowance toof ~~Notes~~expected 2credit tolosses ~~the~~on ~~consolidated~~loan ~~financial~~receivable ~~statements~~from ~~included~~a inthird ~~this report for further discussion of our significant accounting policies and the effect on our consolidated financial statements.~~party

The Company accounts for its allowance for credit losses on loan receivables in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326, Financial Instruments—Credit Losses (“ASC 326”). The Company assesses the credit risk of its third-party loan receivables at each reporting date to ensure that the allowance reflects management’s current estimate of expected credit losses over the contractual life of the instrument.

The measurement of the allowance for expected credit losses is primarily determined using a Probability of Default (“PD”) and Loss Given Default (“LGD”) methodology. This assessment considers whether the borrower meets its contractual obligations and involves an evaluation of the borrower’s historical performance, current financial condition, and the value of any underlying collateral.

The PD × LGD model includes various assumptions, including the selection of forward-looking macroeconomic forecasts (such as interest rate environments), the borrower’s credit rating, and estimated recovery rates. This assessment, which requires the use of significant professional judgment, is conducted at the time of loan inception and as of each subsequent quarterly period end date while the loan is outstanding. These assumptions reflect management’s best estimates based on current and supportable information, but they involve inherent uncertainties based on economic and market conditions generally outside of the Company’s control. Changes in these estimates are recognized in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) in the period in which they occur.

Refer to Notes 2 to the condensed consolidated financial statements included in this report for further discussion of our significant accounting policies and the effect on our condensed consolidated financial statements.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued, see Note 2 - Summary Of Significant Accounting Policies in the note of financial statement

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

We are a smaller reporting company and are not required to provide the information required under this item.

1317

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation, our management concluded that as of ~~September~~December 3031, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

●

We are lacking adequate segregation of duties and effective risk assessment; and

●

We are lacking sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both the U.S. GAAP, and SEC guidelines.

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We plan to address the weaknesses identified above by implementing the following measures:

(i)

Continuously hiring additional accounting staffs with comprehensive knowledge of U.S. GAAP and SEC reporting requirements;

(ii)

Designing and implementing formal procedures and controls supporting the Company’s period-end financial reporting process, such as controls over the preparation and review of account reconciliations and disclosures in the consolidated financial statements; and

(iii)

Ameliorating our internal audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial reporting.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there has not been any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1418

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are currently not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Initial Public Offering of Common Stock

On July 1, 2024, we closed our initial public offering (“IPO”), in which we sold 1,500,000 shares of common stock at a price to the public of $4.50 per share. The offer and sale of the shares in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-278416), which was declared effective by the Securities and Exchange Commission on June 27, 2024. We raised approximately $5.7 million in net proceeds after deducting underwriters’ discounts and commissions as well as offering. As of the date of this report, with the proceeds of the IPO, we used approximately $3.3 million for in marketing activities and business expansion and used approximately $2.4 million for working capital needs. We expect to use the remaining net proceeds for (i) investment in strengthening our cross-border supply chain capabilities, (ii) marketing activities to grow our customer base, (iii) strategic investments and potential mergers and acquisitions in the future, and (iv) general corporate purposes.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

1519

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q for the quarter ended ~~September~~December 3031, 2025.

Exhibit Number		Description
3.1		Articles of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
3.2		Certificate of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
3.3		Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on May 14, 2024).
4.2		Form of Convertible Promissory Notes (incorporated by reference of Exhibit 4.1 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
4.3		Form of Common Stock Purchase Warrant (incorporated by reference of Exhibit 4.2 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.2		Form of Employment Agreement between the Registrant and Executive Officers (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.3		Lease Agreement, effective as of February 16, 2021, between American Bear Logistics Corp. and Prologis Targeted U.S. Logistics Fund, L.P. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.4		Southlake Business Park Office/Warehouse Lease Agreement, dated as of January 11, 2021, between American Bear Logistics Corp. and Southlake Industrial, L.P. (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-278416), filed with the SEC on April 1, 2024).
10.5		Lease Agreement, effective as of March 12, 2024, between American Bear Logistics Corp. and Morris Clifton Associates I, LLC (incorporated by reference to Exhibit 10.6 to the annual report on Form 10-K (File No. 001-42140), filed with the SEC on September 30, 2024).
10.6		Lease Agreement, effective as of July 18, 2024, between American Bear Logistics Corp. and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.7 to the annual report on Form 10-K (File No. 001-42140), filed with the SEC on September 30, 2024).
10.7		First Amendment to Lease Agreement, effective as of August 11, 2024, between American Bear Logistics Corp. and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.8 to the quarterly report on Form 10-Q (File No. 001-42140), filed with the SEC on November 14, 2024).
10.8		English Translation of the Equity Transfer Agreement, dated November 5, 2024, entered into among Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd, Hubei Huayao Pharmaceutical Co., Ltd., and Sichuan Hupan Jincheng Enterprise Management Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on November 8, 2024).
10.9		Form of Securities Purchase Agreement, by and between the Investor and Company (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.10		Form of Security Agreement, by and between the Investor and the Company (incorporated by reference of Exhibit 10.2 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.11		Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.3 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.12		Form of Pledge Agreement, by and between the Investor and Company Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.4 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.13		Form of Registration Rights Agreement, by and between the Investor and Company(incorporated by reference of Exhibit 10.5 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1#		Section 1350 Certifications of Chief Executive Officer.
32.2#		Section 1350 Certifications of Chief Financial Officer.
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

10.7		First Amendment to Lease Agreement, effective as of August 11, 2024, between American Bear Logistics Corp. and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.8 to the quarterly report on Form 10-Q (File No. 001-42140), filed with the SEC on November 14, 2024).
10.8		English Translation of the Equity Transfer Agreement, dated November 5, 2024, entered into among Hubei Haoyaoshi Zhenghe Pharmacy Chain Co., Ltd, Hubei Huayao Pharmaceutical Co., Ltd., and Sichuan Hupan Jincheng Enterprise Management Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on November 8, 2024).
10.9		Form of Securities Purchase Agreement, by and between the Investor and Company (incorporated by reference of Exhibit 10.1 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.10		Form of Security Agreement, by and between the Investor and the Company (incorporated by reference of Exhibit 10.2 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.11		Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.3 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.12		Form of Pledge Agreement, by and between the Investor and Company Form of Guarantee Agreement, by and between the Investor and ABL (incorporated by reference of Exhibit 10.4 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.13		Form of Registration Rights Agreement, by and between the Investor and Company(incorporated by reference of Exhibit 10.5 to the Form 8-K (File No. 001-42140), filed with the SEC on March 5, 2025)
10.14		Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With certain investors (incorporated herein by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140) filed with the SEC on June 25, 2025)
10.15		Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With certain investors (incorporated herein by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140) filed with the SEC on July 22, 2025, which was further revised on August 11, 2025)
10.16		Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With certain investors (incorporated herein by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140) filed with the SEC on August 8, 2025)
10.17		Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With certain investors (incorporated herein by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140) filed with the SEC on December 19, 2025)
10.18		Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With certain investors (incorporated herein by reference to Exhibit 10.1 to the Form 8-K (File No. 001-42140) filed with the SEC on January 5, 2026)
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer.
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.
32.1#		Section 1350 Certifications of Principal Executive Officer.
32.2#		Section 1350 Certifications of Principal Financial Officer.
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

#	This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

1621

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 thereunto duly authorized.

	Lakeside Holding Limited
Dated: November 19, 2025	By:	/s/ Henry Liu
Dated: February 19, 2026	By:	/s/ Yang Li
		Henry Liu
		Yang Li
		Chief Executive Officer
		Joint Chief Executive Officer (Principal Executive Officer)

1722

24876 http://fasb.org/us-gaap/2025#UsefulLifeTermOfLeaseMember 124414 Equipment loans The Company made the total principal repayments of $9,470 and $13,755 in connection with the equipment loans during the three months ended September 30, 2025 and 2024, respectively. Interest expenses for the above-mentioned equipment loans amounted to $760 and $1,640 during the three months ended September 30, 2025 and 2024, respectively. The Company did not have any new equipment loan during the three months ended September 30, 2025. Vehicle loans During the three months ended September 30, 2025, the Company entered into a new vehicle loan with Webank for a principal amount of $69,862 at a fixed interest rate of 1.92% per annum and matures in July, 2030. The loan is secured by the related vehicle, which has been pledged as collateral. The Company entered a loan agreement of $50,000 with an employee on October 27, 2021. The loan is non-interest bearing, for a 12-month period, and matured on October 26, 2022. On October 26, 2022, both parties agreed to extend the loan term to on demand. The Company entered a loan agreement of $100,000 with a third party on July 3, 2023. The loan is non-interest bearing, for a 6-month period. On April 10, 2024, the Company entered another loan agreement of $75,000 with same party. The loan is non-interest bearing, for a 6-month period, and matured on September 9, 2024. Both parties agreed to extend the remaining principal balance payment term to on demand. The Company did not make repayment during the three months ended September 30, 2025. 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http://fasb.org/us-gaap/2025#UsefulLifeTermOfLeaseMember The Company made the total principal repayments of $9,096 and $11,768 in connection with the equipment loans during the three months ended December 31, 2025 and 2024, respectively. Interest expenses for the above-mentioned equipment loans amounted to $560 and $1,416 during the three months ended December 31, 2025 and 2024, respectively. The Company did not have any new equipment loan during the three months ended December 31, 2025. The Company made the total principal repayments of $18,565 and $25,523 in connection with the equipment loans during the six months ended December 31, 2025 and 2024, respectively. Interest expenses for the above-mentioned equipment loans amounted to $1,321 and $3,056 during the six months ended December 31, 2025 and 2024, respectively. The Company did not have any new equipment loan during the six months ended December 31, 2025. 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