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

~~January~~February 1018, 2025

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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers.~~Agreement

OnAs ~~January~~previously 10announced, ~~2025,~~on ~~Zhiliang~~November ~~(Ian) Zhou~~25, ~~chief financial~~2024, ~~officer (“CFO”) of~~ Armlogi Holding Corp. (the “Company”), ~~submitted~~entered into a ~~letter~~Standby ofEquity ~~resignation~~Purchase ~~indicating~~Agreement ~~his~~(the ~~intention~~“SEPA”) towith ~~resign~~YA asII ~~the Company’s CFO~~PN, ~~effective January 13~~LTD., ~~2025,~~a ~~which~~Cayman ~~has~~Islands ~~been~~exempt ~~accepted~~limited bycompany ~~the board of directors of the Company~~ (the “~~Board~~Investor”)., ~~Mr.~~pursuant ~~Zhou~~to ~~has~~which, ~~advised~~ the ~~Company~~Investor is ~~that~~required ~~his~~to ~~resignation~~advance ~~was due~~ to ~~personal reasons and not a result of any disagreement with~~ the Company, onsubject ~~any matter related~~ to the ~~operations,~~satisfaction ~~policies, or practices~~ of ~~the~~certain ~~Company.~~conditions ~~Mr.~~as ~~Zhou~~set ~~has~~forth ~~acknowledged~~therein, ~~that~~the heprincipal ~~has~~amount of ~~been~~$21 ~~paid~~million ~~all~~(the ~~amounts~~“Pre-Paid ~~due~~Advance”) toevidenced ~~him~~by ~~and~~convertible hepromissory isnotes ~~not~~in ~~entitled~~three totranches, ~~any~~with ~~payments~~the orprincipal amount ~~benefits~~ of ~~any kind from~~ the ~~Company,~~third ~~and~~tranche heof ~~has irrevocably and unconditionally released~~ the ~~Company~~Pre-Paid ofAdvance ~~and~~being ~~from~~$11 ~~all claims, demands, actions, and causes of actions~~million.

OnAs ~~January~~previously 13announced, ~~2025,~~on ~~the~~November ~~nominating~~25, ~~and corporate~~2024, ~~governance~~in ~~committee~~connection ofwith the ~~Board recommended~~SEPA, ~~and~~ the ~~Board approved and appointed Mr. Sheng-Kai (Scott) Hsu to serve as the~~ Company~~’s CFO.~~ ~~Mr.~~entered ~~Hsu~~into ~~received his bachelor’s degree in Finance from Yuan-Ze University in January 2005 and~~ a ~~master’s~~registration ~~degree~~rights inagreement ~~Finance from Johns Hopkins University in December 2014. Mr. Hsu has served as~~ (the ~~accounting~~“Registration ~~lead~~Rights ofAgreement”) with the ~~Company since July 2024~~Investor, ~~bringing~~pursuant ~~financial management~~to ~~expertise~~which ~~from~~ the ~~manufacturing~~Company ~~and~~agreed ~~wholesale sectors. From July 2023~~ to ~~June~~file ~~2024,~~a ~~Mr.~~registration ~~Hsu~~statement ~~served~~(the as“Registration ~~a finance controller~~Statement”) atregistering ~~PARPRO~~the ~~Technologies~~resale ~~Inc.,~~of ~~where he was responsible for managing finance teams across~~ the ~~U.S.~~Company’s ~~and~~common ~~Mexico~~stock, topar ~~ensure~~value ~~compliance with U~~$0.S.00001 ~~GAAP~~per ~~and international standards. From August 2019 to April 2022~~share, ~~Mr.~~underlying ~~Hsu~~the ~~served~~SEPA asby the ~~accounting~~75th ~~lead~~calendar ~~at Absen Inc., where he~~day ~~played~~following athe ~~key~~date ~~role~~of ~~in enhancing~~ the ~~company’s~~Registration ~~financial~~Rights ~~processes~~Agreement ~~and~~(the ~~systems.~~“Effectiveness MrDeadline”). ~~Hsu has been a Certified Public Accountant since 2023 and a Certified Management Accountant since 2020.~~

On ~~January~~February 1318, 2025, the Company and ~~Mr.~~the ~~Hsu~~Investor entered into an ~~Employment~~omnibus ~~Agreement~~amendment (the “~~Employment~~Omnibus ~~Agreement~~Amendment”), ~~pursuant~~ to ~~which,~~amend ~~Mr. Hsu will serve as~~ the ~~CFO responsible for overseeing monthly financial reporting~~SEPA, ~~cash~~the Registration ~~flow~~Rights ~~projections~~Agreement, and ~~regulatory~~other ~~filings.~~related Astransaction ~~consideration~~documents. ~~for~~Pursuant ~~his~~to ~~services,~~the ~~Mr.~~Omnibus ~~Hsu~~Amendment, isthe ~~entitled~~amount toof ~~(i)~~the athird ~~base~~tranche ~~salary~~ of ~~$190,000~~the ~~per~~Pre-Paid ~~year~~Advance ~~and~~was ~~(ii)~~reduced ~~participate~~from in$11 ~~the~~million ~~Company’s~~to ~~benefit~~$5.5 ~~plans,~~million. ~~including~~Accordingly, ~~health~~the ~~insurance~~third ~~plan,~~tranche ~~vacation~~of ~~days,~~the ~~and~~Pre-Paid ~~sick~~Advance ~~days.~~will ~~The~~be ~~Employment~~in ~~Agreement~~the ~~may~~principal beamount ~~automatically~~of ~~terminated~~$5.5 atmillion ~~the~~and ~~Company’s sole~~advanced ~~discretion,~~on ~~(i)~~the ~~upon~~second trading 15day ~~days’~~after ~~prior~~the ~~written~~Registration ~~notice~~Statement tobecomes Mreffective. ~~Hsu~~Additionally, if the ~~Company~~Effectiveness ~~terminates~~Deadline ~~Mr.~~under ~~Hsu’s~~the ~~employment~~Registration ~~thereunder~~Rights ~~without~~Agreement ~~“cause,”~~was ~~and~~extended ~~(ii)~~to ~~upon~~March ~~two~~31, ~~days’~~2025. ~~prior~~By ~~written~~entering ~~notice~~into toOmnibus ~~Mr. Hsu~~Amendment, if the Company ~~terminates~~fully ~~Mr.~~and ~~Hsu’s~~unconditionally ~~employment for~~released ~~“cause.” For purposes of~~ the ~~agreement~~Investor, ~~“cause”~~its ~~shall~~affiliates, ~~include~~and ~~(i)~~their ~~Mr.~~respective ~~Hsu’s~~officers, ~~willful~~directors, ~~malfeasance~~employees, ~~misfeasance~~agents, ~~nonfeasance~~legal representatives, orsuccessors, ~~gross~~and ~~negligence~~assigns, infrom ~~connection with the performance of his duties (excluding~~ any ~~exercise~~and ofall ~~business~~claims, ~~judgment~~obligations, ~~in good faith)~~liabilities, ~~(ii) any willful misrepresentation~~ or ~~concealment~~causes of aaction, ~~material~~whether ~~fact~~known or ~~made~~unknown, byarising ~~Mr.~~on ~~Hsu~~or inbefore ~~connection with~~ the ~~Employment~~date ~~Agreement; or (iii) any willful breach~~ of ~~any material covenant made by Mr. Hsu under~~ the ~~Employment~~Omnibus ~~Agreement~~Amendment. The foregoing ~~summary~~description of the ~~Employment~~ ~~Agreement~~Omnibus Amendment does not purport to be complete and is qualified in its entirety by reference to the ~~Employment Agreement, a copy~~full oftext ~~which is filed as Exhibit 10.1 to this Current Report on Form 8-K. On January 13, 2025, the Company also entered into an indemnification agreement with Mr. Hsu. A copy~~ of the ~~indemnification~~Omnibus ~~agreement~~Amendment, which is filed herewith as Exhibit 10.21 and is incorporated herein by reference. There are no family relationships between Mr. Hsu and any director or executive officer of the Company. To the best knowledge of the Company, neither Mr. Hsu nor any of his immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Exhibits.

Exhibit No.		Description
10.1		~~Employment~~Omnibus ~~Agreement~~Amendment, dated ~~January~~February 1318, 2025, by and between ~~Sheng-Kai~~the ~~(Scott)~~Company ~~Hsu~~ and ~~the~~YA ~~Company~~II PN, LTD
10.2		Indemnification Agreement dated January 13, 2025 by and between Sheng-Kai (Scott) Hsu and the Company
104		Cover Page Interactive Data File (formatted in Inline XBRL)
99.1		Press Release, dated January 14, 2025
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: ~~January~~February 1421, 2025

	Armlogi Holding Corp.

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

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