false 0001972529 0001972529 2024-12-19 2024-12-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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

 

December 19, 2024

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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of stockholders of Armlogi Holding Corp. (the “Company”) held on December 19, 2024, the Company’s stockholders voted on the matters described below.

 

(1) The Company’s stockholders elected five directors, each to serve until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director is summarized in the table below: 

 

Director Nominee   Votes For   Votes Withheld
Aidy Chou   27,007,230   26
Tong Wu   27,007,245   11
Kwong Sang Liu   27,007,245   11
Russel Morgan   27,007,233   23
Florence Ng   27,007,218   38

 

There were 531,123 broker non-votes with respect to the election of each director. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

 

(2) The Company’s stockholders ratified the appointment of ZH CPA, LLC as the independent registered public accounting firm of the Company for the year ending June 30, 2025 (the “Appointment”). The number of shares that (a) voted for the Appointment, (b) voted against the Appointment, and (c) withheld authority to vote for the Appointment is summarized in the table below: 

 

Votes For   Votes Against   Votes Withheld
27,538,253   125   1

 

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).

 

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: December 20, 2024

 

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

 

 

2

 

 

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Dec. 19, 2024
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Entity File Number 001-42099
Entity Registrant Name Armlogi Holding Corp.
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Entity Tax Identification Number 92-0483179
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Entity Address, Address Line One 20301 East Walnut Drive North
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