~~United~~UNITED ~~States~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~December~~April 417, ~~2025~~2026

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 53.0701. ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders.~~or Standard; Transfer of Listing

AtOn ~~the~~April ~~annual meeting~~17, of2026, ~~stockholders of~~ Armlogi Holding Corp. (the “Company”) ~~held~~received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on ~~December~~The 4,Nasdaq ~~2025~~Global Market, as the Company’s ~~stockholders voted~~Market onValue ~~the~~of ~~matters~~Publicly ~~described~~Held Shares (MVPHS) was below $5,000,000 for the previous 30 consecutive business days.

~~(1)~~ The ~~Company’s~~notice ~~stockholders elected~~has ~~five~~no ~~directors,~~present impact ~~each~~on ~~to serve until~~ the ~~2026~~listing ~~annual meeting~~ of ~~stockholders~~the ~~and~~Company’s ~~until~~securities, ~~their respective successors have been elected~~ and ~~qualified~~the orCompany’s ~~until~~common ~~their~~stock ~~earlier~~continues ~~resignation~~to ortrade ~~removal.~~on ~~The number of shares that (a) voted for~~ the ~~election~~Nasdaq ~~of each director, and~~Global ~~(b)~~Market ~~withheld~~under ~~authority to vote for each director is summarized in~~ the ~~table~~symbol ~~below:~~ “BTOC.”

Director Nominee	Votes For	Votes Withheld
Aidy Chou	27,470,741	5,331
Tong Wu	27,470,741	5,331
Russel Morgan	27,436,845	39,227
Maxwell E. Lin	27,470,742	5,330
David Chiu	27,470,741	5,331

Under Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until October 14, 2026, to regain compliance. To regain compliance, during this 180-day compliance period, the Company’s MVPHS must close at $5,000,000 or more for a minimum of ten consecutive business days.

~~There~~In ~~were~~the event that the ~~1,668,462~~Company ~~broker~~does ~~non-votes~~not regain compliance with ~~respect~~the Nasdaq Listing Rules prior to the ~~election~~expiration of ~~each~~the ~~director.~~180-day ~~Broker~~compliance ~~non-votes~~period, ~~represent~~the ~~shares~~Company will ~~held~~receive bywritten ~~broker~~notification ~~nominees~~that ~~for beneficial~~its ~~owners~~securities ~~that~~are ~~were~~subject ~~not~~to ~~voted~~delisting. ~~because~~At that time, the ~~broker~~Company ~~nominee~~may ~~did~~appeal ~~not~~the ~~receive~~delisting ~~voting~~determination to ~~instructions~~a ~~from~~Hearings Panel. Alternatively, the ~~beneficial~~Company ~~owner~~may ~~and~~apply ~~lacked discretionary~~to ~~authority~~transfer its common stock to ~~vote~~The Nasdaq Capital Market. In order to transfer, the ~~shares~~Company onmust submit a ~~non-routine~~Transfer ~~proposal~~Application, pay a $5,000 application fee and meet The Nasdaq Capital Market’s continued listing requirements.

~~(2)~~ The Company’s intends to ~~stockholders~~actively ~~ratified~~monitor ~~the~~its ~~appointment~~MVPHS ~~of ZH~~and ~~CPA~~may, ~~LLC~~ as ~~the~~appropriate, ~~independent~~consider ~~registered~~available ~~public~~options ~~accounting~~to ~~firm~~resolve of the ~~Company~~deficiencies ~~for~~and regain compliance with the ~~year~~Nasdaq ~~ending~~Listing ~~June 30~~Rules, ~~2026~~including ~~(the~~applying ~~“Appointment”).~~to transfer to The ~~number~~Nasdaq ofCapital ~~shares~~Market. ~~that~~There ~~(a)~~can ~~voted~~be ~~for~~no ~~the~~assurance ~~Appointment,~~that ~~(b)~~the ~~voted~~Company will ~~against~~be ~~the~~successful ~~Appointment,~~in ~~and~~maintaining ~~(c)~~the ~~withheld~~listing ~~authority~~of toits ~~vote~~common ~~for~~stock on the ~~Appointment~~Nasdaq isGlobal ~~summarized~~Market, inor, ~~the~~if ~~table~~transferred, ~~below:~~ on The Nasdaq Capital Market.

Votes For		Votes Against		Votes Withheld
29,046,185		97,218		1,131

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~~April 820, ~~2025~~2026

	Armlogi Holding Corp.

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

Filing Compare · Armlogi Holding Corp.