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2025-08-31
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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 |
