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Armlogi Holding (Nasdaq: BTOC) taps Tong Wu as unpaid interim CFO

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Armlogi Holding Corp. reported that Chief Financial Officer Sheng-Kai (Scott) Hsu submitted his resignation, effective August 1, 2026, which the board accepted. He cited personal reasons and indicated no disagreements with the company, its management, the board, or its independent auditor regarding operations or financial reporting.

The board appointed Tong Wu, currently Secretary, Treasurer and director, as Interim Chief Financial Officer effective the same date under an Appointment Agreement. Wu will handle monthly financial reporting, cash flow projections and timely regulatory filings on an unpaid basis, with existing compensation and benefits unchanged, and his interim service ending upon specified events including appointment of a permanent CFO.

Positive

  • None.

Negative

  • Chief Financial Officer resignation effective August 1, 2026 introduces a transition in Armlogi Holding Corp.’s finance leadership pending the search for a permanent successor.
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.
CFO resignation effective date August 1, 2026 Effective date of Sheng-Kai (Scott) Hsu’s resignation as Chief Financial Officer
Interim CFO appointment date August 1, 2026 Date Tong Wu begins serving as Interim Chief Financial Officer
Indemnification agreement date September 22, 2023 Date of indemnification agreement between Armlogi Holding Corp. and Tong Wu
Emerging growth company regulatory
"Emerging growth company Item 5.02."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Interim Chief Financial Officer financial
"to serve as the Company’s Interim Chief Financial Officer, effective August 1, 2026"
An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.
indemnification agreement regulatory
"On September 22, 2023, the Company entered into an indemnification agreement with Mr. Wu."
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K."
Inline XBRL technical
"Cover Page Interactive Data File (formatted in Inline XBRL)."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What leadership change did Armlogi Holding Corp. (BTOC) disclose?
Armlogi Holding Corp. disclosed that Chief Financial Officer Sheng-Kai (Scott) Hsu resigned effective August 1, 2026. The board accepted his resignation and stated it was for personal reasons, with no disagreements over operations, policies, financial reporting, or accounting matters.

Who is replacing the CFO at Armlogi Holding Corp. (BTOC)?
The board appointed Tong Wu, currently Secretary, Treasurer and director, as Interim Chief Financial Officer effective August 1, 2026. Wu already holds senior roles at the company and has experience in third-party logistics through co-founding Armstrong Logistic Inc.

Will Tong Wu receive additional compensation as Interim CFO of BTOC?
No. Under the Interim Chief Financial Officer Appointment Agreement, Tong Wu serves on an unpaid basis in that role. He receives no extra salary, bonus, or cash compensation beyond his existing pay as Secretary and Treasurer, while continuing current benefits.

What responsibilities will Tong Wu have as Interim CFO at BTOC?
As Interim CFO, Tong Wu is responsible for monthly financial reporting, cash flow projections, and ensuring regulatory filings are accurate and timely, along with other duties customarily associated with a Chief Financial Officer that may be assigned by the board.

How can Tong Wu’s Interim CFO role at Armlogi Holding Corp. (BTOC) end?
The Interim CFO role ends automatically upon appointment of a permanent CFO, Tong Wu’s death, his voluntary written notice to cease serving, or at the company’s sole discretion upon written notice to him, with or without cause, under the Appointment Agreement terms.
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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

 

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

 

On July 31, 2026, Mr. Sheng-Kai (Scott) Hsu, the Chief Financial officer (the “CFO”) of Armlogi Holding Corp. (the “Company”), submitted a letter of resignation indicating his intention to resign as the Company’s CFO, effective August 1, 2026, which has been accepted by the board of directors of the Company (the “Board”). Mr. Hsu has advised the Company that his resignation was due to personal reasons and not a result of any disagreement with the Company, its management, the Board, or the Company’s independent registered public accounting firm regarding the operations, policies, or practices, financial reporting, or accounting matters of the Company.

 

On July 31, 2026, the Board approved and appointed Mr. Tong Wu, Secretary, Treasurer, and a director of the Company, to serve as the Company’s Interim CFO, effective August 1, 2026, in order to fill the vacancy created by Mr. Hsu’s resignation. The Board plans to commence a search for a permanent Chief Financial Officer.

 

Mr. Tong Wu has served as the Company’s Secretary and director since September 2022, the Company’s Treasurer since February 2023, and the Company’s Interim CFO since August 2026. Mr. Wu has extensive experience in the third-party logistics industry. As a co-founder of Armstrong Logistic Inc., a significant operating subsidiary of the Company, Mr. Wu has served as its chief administrative officer since April 2020, responsible for the management of day-to-day operations. Since January 2015, Mr. Wu has also served as a self-employed portfolio manager. Mr. Wu received his bachelor’s degree in Economics from Inner Mongolia Open University in China in 1992, a Master’s degree in Theology from LOGOS Evangelical Seminary in 2022, and his MBA degree from the University of South Wales in 2022.

 

On August 1, 2026, the Company and Mr. Wu entered into an Interim Chief Financial Officer Appointment Agreement (the “Appointment Agreement”), pursuant to which, Mr. Wu will serve as the Company’s Interim CFO, effective August 1, 2026. Under the Appointment Agreement, Mr. Wu will be responsible for monthly financial reporting, cash flow projections, and ensuring that regulatory filings are completed accurately and on time, together with such other duties customarily associated with the role of Chief Financial Officer as may be assigned by the Board from time to time. Mr. Wu’s service as Interim CFO is on an unpaid basis; he shall not receive any additional base salary, bonus, or other cash compensation for serving as Interim CFO, and his existing compensation pursuant to his current employment with the Company as Secretary and Treasurer shall remain unchanged. Mr. Wu shall continue to participate in and receive benefits under the Company’s employee benefit plans on the same terms as his existing employment. The Appointment Agreement provides that Mr. Wu’s service as Interim CFO shall automatically terminate upon (i) the Board’s appointment of a permanent successor Chief Financial Officer, (ii) Mr. Wu’s death, (iii) Mr. Wu voluntarily ceasing to serve as Interim CFO upon written notice to the Company, or (iv) at the Company’s sole discretion, upon written notice to Mr. Wu, with or without cause.

 

The foregoing summary of the Appointment Agreement does not purport to be complete and is qualified in its entirety by reference to the Appointment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. On September 22, 2023, the Company entered into an indemnification agreement with Mr. Wu. A copy of the indemnification agreement is incorporated herein by reference.

 

There are no family relationships between Mr. Wu and any director or executive officer of the Company. To the best knowledge of the Company, neither Mr. Wu 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   Appointment Agreement dated August 1, 2026 by and between Tong Wu and the Company
     
10.2   Indemnification Agreement dated September 22, 2023 by and between Tong Wu and the Company (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1, as amended (File No. 333-274667)
     
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

1

 

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: August 3, 2026

 

  Armlogi Holding Corp.
   
  By: /s/ Aidy Chou
  Name: Aidy Chou
  Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR

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