United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 19, 2024

Date of Report (Date of earliest event reported)

Armlogi Holding Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-42099		92-0483179
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

20301 East Walnut Drive North

Walnut, California

91789

(Address of Principal Executive Offices)

(Zip Code)

(888) 691-2911

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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		BTOC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Armlogi Holding Corp. (the “Company”) held on December 19, 2024, the Company’s stockholders voted on the matters described below.

(1) The Company’s stockholders elected five directors, each to serve until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director is summarized in the table below:

Director Nominee	Votes For	Votes Withheld
Aidy Chou	27,007,230	26
Tong Wu	27,007,245	11
Kwong Sang Liu	27,007,245	11
Russel Morgan	27,007,233	23
Florence Ng	27,007,218	38

There were 531,123 broker non-votes with respect to the election of each director. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

(2) The Company’s stockholders ratified the appointment of ZH CPA, LLC as the independent registered public accounting firm of the Company for the year ending June 30, 2025 (the “Appointment”). The number of shares that (a) voted for the Appointment, (b) voted against the Appointment, and (c) withheld authority to vote for the Appointment is summarized in the table below:

Votes For		Votes Against		Votes Withheld
27,538,253		125		1

There were no broker non-votes with respect to the ratification of the Appointment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 20, 2024

	Armlogi Holding Corp.

	By:	/s/ Aidy Chou
	Name:	Aidy Chou
	Title:	Chief Executive Officer

Armlogi Holding Corp. 8-K