Board shakeup at Armlogi (NASDAQ: BTOC) as two directors exit and two join

Rhea-AI Filing Summary

Armlogi Holding Corp. reported board changes effective August 31, 2025. Directors Florence Ng and Kwong Sang Liu resigned on that date, citing personal reasons and confirming there were no disagreements with the company’s operations, policies, or practices. They also acknowledged receiving all amounts due and released the company from any claims.

On the same day, the board appointed Maxwell Lin, a lawyer with over three decades of legal experience and founder/CEO of Law Offices of Maxwell E. Lin & Associates, and David Chiu, general manager of Aonegroup Inc. since 2022 with a background in business operations and international trade, as new directors following a recommendation from the nominating and corporate governance committee. The company states there are no family relationships or related-party transactions involving the new directors that require disclosure.

Insights

Corporate governance analyst

Armlogi refreshes its board with two new independent-sounding directors as two incumbents resign citing personal reasons.

The company reports that directors Florence Ng and Kwong Sang Liu resigned effective August 31, 2025, explicitly stating their decisions were for personal reasons and not due to disagreements over operations, policies, or practices. Both former directors confirmed they have been fully paid and signed broad releases of claims, which reduces the risk of later disputes tied to their service.

On the same date, the nominating and corporate governance committee recommended, and the board approved, appointing Maxwell Lin and David Chiu as new directors. Lin brings over three decades in legal practice, including leading his own law firm, while Chiu offers experience in import/export, wholesale distribution, and business development as general manager of Aonegroup Inc. since 2022. The company notes there are no family relationships with existing leadership and no related-party transactions requiring disclosure under Item 404(a), which supports a perception of independence based on the information provided.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

August 31, 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

On August 31, 2025, Ms. Florence Ng and Mr. Kwong Sang Liu, both directors of Armlogi Holding Corp. (the “Company”), submitted letters of resignation indicating their intention to resign as the Company’s directors, effective August 31, 2025, which have been accepted by the board of directors of the Company (the “Board”). Ms. Ng and Mr. Liu have each advised the Company that their resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Ms. Ng and Mr. Liu have each acknowledged that they have been paid all amounts due to them and that they are not entitled to any payments or benefits of any kind from the Company, and they have each irrevocably and unconditionally released the Company of and from all claims, demands, actions, and causes of actions.

On August 31, 2025, the nominating and corporate governance committee of the Board recommended, and the Board approved and appointed Mr. Maxwell Lin and Mr. David Chiu to serve as the Company’s directors. Mr. Lin received his Bachelor of Laws degree from Shoochow University in 1977, his MBA degree in Business Management from La Verne University in 1983, and his Juris Doctor degree from Western University, College of Law in 1988. Mr. Lin has over three decades of experience in the legal profession. Since 1989, Mr. Lin has practiced law as the founder/CEO of Law Offices of Maxwell E. Lin & Associates, where he is responsible for representing clients in various legal matters. Mr. Chiu received his bachelor’s degree in Economics from the University of Victoria in 2001 and his master’s degree in Business Management from California America University. He brings valuable experience in business operations, management, and international trade. Since 2022, Mr. Chiu has served as the general manager of Aonegroup Inc., where he oversees the company’s import and export activities, manages its wholesale distribution business, and is responsible for overall operational and business development initiatives.

There are no family relationships between Mr. Maxwell Lin and any director or executive officer of the Company, nor between Mr. David Chiu and any director or executive officer of the Company. To the best knowledge of the Company, neither Maxwell Lin, Mr. David Chiu, nor any of their 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
99.1		Press Release, dated September 2, 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: September 2, 2025
	Armlogi Holding Corp.
	By:	/s/ Aidy Chou
	Name:	Aidy Chou
	Title:	Chief Executive Officer

FAQ

What board changes did Armlogi Holding Corp. (BTOC) disclose in this 8-K?

Armlogi Holding Corp. reported that directors Florence Ng and Kwong Sang Liu resigned effective August 31, 2025, and that the board appointed Maxwell Lin and David Chiu as new directors on the same date following a recommendation from the nominating and corporate governance committee.

Why did Florence Ng and Kwong Sang Liu resign from Armlogi Holding Corp. (BTOC)?

The company states that Ms. Ng and Mr. Liu resigned due to personal reasons and that their resignations were not the result of any disagreement with Armlogi Holding Corp. regarding its operations, policies, or practices.

Did the departing Armlogi (BTOC) directors receive any additional payments or retain claims against the company?

According to the disclosure, Ms. Ng and Mr. Liu each acknowledged that they have been paid all amounts due to them, are not entitled to any further payments or benefits from the company, and have irrevocably and unconditionally released Armlogi Holding Corp. from all claims and causes of action.

Who are the new directors appointed to the Armlogi Holding Corp. (BTOC) board?

The board appointed Mr. Maxwell Lin, a lawyer with over three decades of experience and founder/CEO of Law Offices of Maxwell E. Lin & Associates, and Mr. David Chiu, who holds economics and business management degrees and serves as general manager of Aonegroup Inc., overseeing import/export and wholesale distribution operations.

Are there any family or related-party relationships involving Armlogi’s new directors?

The company states there are no family relationships between Mr. Lin or Mr. Chiu and any Armlogi director or executive officer, and that, to its best knowledge, neither they nor their immediate family members are parties to transactions requiring disclosure under Item 404(a) of Regulation S-K.

What exhibit is attached to this Armlogi Holding Corp. (BTOC) 8-K filing?

The filing includes a Press Release dated September 2, 2025 as Exhibit 99.1, and a Cover Page Interactive Data File formatted in Inline XBRL as Exhibit 104.