S-1 1 ea0224805-01.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on December 17, 2024

Registration No. 333-[ ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Armlogi Holding Corp.
(Exact name of registrant as specified in its charter)

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Nevada		4220		92-0483179
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

20301 East Walnut Drive North
Walnut, California, 91789
(888) 691-2911
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Aidy Chou
Chief Executive Officer
Armlogi Holding Corp.
20301 East Walnut Drive North
Walnut, California, 91789
(888) 691-2911
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a Copy to:

Ying Li, Esq.
Lisa Forcht, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
(212) 530-2206

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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		6
RISK FACTORS		8
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		10
THE STANDBY EQUITY PURCHASE AGREEMENT		11
USE OF PROCEEDS		14
DETERMINATION OF OFFERING PRICE		15
DIVIDEND POLICY		16
SELLING STOCKHOLDER		17
DESCRIPTION OF SHARE CAPITAL		19
PLAN OF DISTRIBUTION		21
LEGAL MATTERS		24
EXPERTS		24
WHERE YOU CAN FIND ADDITIONAL INFORMATION		24
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		25

Shares of Common Stock offered by the Selling Stockholder		Up to 13,168,147 shares of Common Stock
Shares of Common Stock outstanding prior to the offering		41,677,147 shares of Common Stock(1)
Shares of common stock after giving effect to the issuance of the shares registered for resale hereunder		54,802,147 shares of Common Stock(1)
Use of proceeds		We will not receive any proceeds from the resale of shares of Common Stock included in this prospectus by the Selling Stockholder. However, we expect to receive proceeds from sales of Common Stock that we may elect to make to the Selling Stockholder pursuant to the SEPA, if any, from time to time in our discretion. The net proceeds from sales, if any, under the SEPA, will depend on the frequency and prices at which we sell shares of Common Stock to the Selling Stockholder after the date of this prospectus. See the section of this prospectus titled “The Standby Equity Purchase Agreement” for a description of how the price we may sell shares of Common Stock to the Selling Stockholder is calculated pursuant to the SEPA. We currently intend to use the net proceeds that we receive from sales of our Common Stock to the Selling Stockholder, if any, under the SEPA primarily for working capital. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have not yet identified nor entered into preliminary negotiations with any specific acquisition or investment target and do not have any agreements for acquisitions or investments as of the date of this prospectus. See “Use of Proceeds” on page 14 of this prospectus for additional information.
Market for Common Stock		Our Common Stock is listed on the Nasdaq Global Market under the symbol “BTOC.”
Lock-up		We have agreed with DBC not to, for a period of 90 days from the date of this prospectus, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our Common Stock or any securities convertible into or exercisable or exchangeable for shares of our common stock (excluding, however, the issuance of any shares of our Common Stock or other equity awards upon the exercise of an outstanding existing option or warrant or under any equity compensation plan of our Company), without the prior written consent of DBC. Each of our directors and executive officers, any stockholders holding 5% or above of the outstanding shares of Common Stock as of the date of this prospectus, and certain stockholders holding less than 5% of the outstanding shares of Common Stock as of the date of this prospectus (namely, GNISCO CONSULTING LIMITED and SUPER REACH LLC) have also agreed with DBC, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our Common Stock or securities convertible into or exercisable or exchangeable for our Common Stock for a period of 180 days after the date of this prospectus. See “Plan of Distribution” for more information.

Risk Factors		Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of factors you should consider before making a decision to invest in our securities.
DBC’s Warrants		We have agreed to issue to DBC, our placement agent in connection with this offering, or its designees at the closing of the offering, the DBC’s Warrants to purchase shares of Common Stock equal to 5% of the total number of shares of Common Stock sold in this offering, as a portion of the compensation payable to DBC in connection with this offering. DBC’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months from the commencement of sales of the offering, at a price per share equal to 120.0% of the price per share of the Common Stock sold in the offering. Please see “Plan of Distribution” for a description of these warrants.

	Number of Shares of Common Stock Beneficially Owned		Maximum Number of Shares of Common Stock Being Offered(2)	Shares of Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold
Name of Selling Stockholder	Number(1)	Percent	Maximum Number of Shares of Common Stock Being Offered(2)	Number	Percent
YA II PN, LTD.(3)	2,186,650	4.99	13,168,147	—	—

SEC Registration Fee	$	10,221
Legal Fees and Expenses	$	180,000
Accounting Fees and Expenses	$	0
Miscellaneous Expenses	$	30,000
Total Expenses	$	220,221

Securities/Purchaser Common Stock	Date of Issuance	Number of Securities	Consideration/Note
Aidy Chou	October 7, 2022	30,800,000(1)	77% of the equity interests in Armstrong Logistic Inc.
Tong Wu	October 7, 2022	4,400,000(2)	11% of the equity interests in Armstrong Logistic Inc.
Asia International Securities Exchange Co., Ltd.	October 7, 2022	4,800,000(3)	12.0% of the equity interests in Armstrong Logistic Inc.
YA II PN, LTD	November 25, 2024	N/A (convertible)(4)	Issued a $5 million promissory note, convertible at a price equal to the lower of $7.5937 per share or 94% of the lowest daily VWAP during the five trading days prior to conversion (but no lower than $1.1880 per share). Matures November 25, 2026, with optional extension.
YA II PN, LTD	December 13, 2024	43,147	Partial consideration for YA’s commitment to purchase shares of our Common Stock in one or more purchases that we may direct them to make, from time to time pursuant to a standby equity purchase agreement(5)

		Armlogi Holding Corp.
		By:		/s/ Aidy Chou
				Aidy Chou Chief Executive Officer (Principal Executive Officer)

Signature	Title	Date
/s/ Aidy Chou	Chief Executive Officer, Director, and	December 17, 2024
Name: Aidy Chou	Chairman of the Board of Directors (Principal Executive Officer)
/s/ Zhiliang (Ian) Zhou	Chief Financial Officer	December 17, 2024
Name: Zhiliang (Ian) Zhou	(Principal Accounting and Financial Officer)
/s/ Tong Wu	Secretary, Treasurer, and Director	December 17, 2024
Name: Tong Wu
/s/ Florence Ng	Independent Director	December 17, 2024
Name: Florence Ng

		Description
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
3.2		Amendment to Articles of Incorporation of the Registrant, dated February 22, 2023, for correction of par value (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
3.3		Bylaws (incorporated by reference to Exhibit 3.3 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
4.1		Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
5.1*		Opinion of Hunter Taubman Fischer & Li LLC regarding the validity of the shares of Common Stock being registered
10.1		Employment Agreement effective as of January 1, 2022, by and between Aidy Chou and Armstrong Logistic (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.2		Employment Agreement effective as of January 1, 2022, by and between Tong Wu and Armstrong Logistic (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.3		Employment Agreement effective as of August 1, 2023, by and between Zhiliang (Ian) Zhou and Armstrong Logistic (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.4		Indemnification Agreement dated September 22, 2023, by and between Aidy Chou and the Registrant (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.5		Indemnification Agreement dated September 22, 2023, by and between Tong Wu and the Registrant (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.6		Indemnification Agreement dated September 22, 2023, by and between Zhiliang (Ian) Zhou and the Registrant (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.7		Indemnification Agreement dated September 22, 2023, by and between Kwong Sang Liu and the Registrant (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.8		Indemnification Agreement dated September 22, 2023, by and between Russel Morgan and the Registrant (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.9		Indemnification Agreement dated September 22, 2023, by and between Florence Ng and the Registrant (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.10		Director Offer Letter, between Kwong Sang Liu and the Registrant, dated September 19, 2023 (incorporated by reference to Exhibit 10.10 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.11		Director Offer Letter, between Russell Morgan and the Registrant, dated September 19, 2023 (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.12		Director Offer Letter, between Florence Ng and the Registrant, dated September 19, 2023 (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.13		Service Agreement dated April 10, 2020, by and between FedEx and Armstrong Logistic (incorporated by reference to Exhibit 10.13 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
10.14		Standby Equity Purchase Agreement, dated November 25, 2024, by and between the Registrant and YA II PN, LTD. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-42099) initially filed with the SEC on November 26, 2023)

		Description
10.15		First Tranche Convertible Promissory Note, dated November 25, 2024, in favor of YA II PN, LTD. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-42099) initially filed with the SEC on November 26, 2023)
10.16		Global Guaranty Agreement, dated November 25, 2024, by Armstrong Logistic Inc., Armlogi Truck Dispatching LLC, Andtech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and Andtech Customs Broker LLC in favor of YA II PN, LTD. (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-42099) initially filed with the SEC on November 26, 2023)
10.17		Registration Rights Agreement, dated November 25, 2024, by and between the Registrant and YA II PN, LTD. (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-42099) initially filed with the SEC on November 26, 2023)
14.1		Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 14.1 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
21.1		Subsidiaries (incorporated by reference to Exhibit 21.1 of our Registration Statement on Form F-1 (File No. 333-274667) initially filed with the SEC on September 22, 2023)
23.1*		Consent of ZH CPA, LLC
23.2*		Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page)
107*		Filing Fee Table

SEC Form S-1 filed by Armlogi Holding Corp.