Armlogi Holding Corp S-1/A, filed Mar 22, 2024
Armlogi Holding Corp. (BTOC)
As filed with the U.S. Securities and Exchange Commission on March 22, 2024
Registration No. 333-274667
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
Armlogi Holding Corp.
(Exact name of registrant as specified in its charter)
_____________________________
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Nevada |
4220 |
92-0483179 |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
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)
____________________________
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)
_____________________________
With a Copy to:
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Ying Li, Esq. |
Pang Zhang-Whitaker, Esq. |
_____________________________
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.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Armlogi Holding Corp. is filing this Amendment No. 7 (this “Amendment No. 7”) to the Registration Statement on Form S-1 (Registration No. 333-274667), originally filed on September 25, 2023 (the “Registration Statement”), as an exhibit-only filing solely to file an updated consent of ZH CPA, LLC as Exhibit 23.1. Accordingly, this Amendment No. 7 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, and the exhibit being filed with this Amendment No. 7. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-1 of this registration statement.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
EXHIBIT INDEX
II-1
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Description |
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99.3** |
Form of Nominating and Corporate Governance Committee Charter |
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99.4** |
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99.5** |
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99.6** |
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99.7** |
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107** |
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* Filed herewith
** Previously filed
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut, State of California, on March 22, 2024.
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Armlogi Holding Corp. |
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By: |
/s/ Aidy Chou |
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Aidy Chou |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Aidy Chou |
Chief Executive Officer, Director, and |
March 22, 2024 |
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Name: Aidy Chou |
Chairman of the Board of Directors (Principal Executive Officer) |
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/s/ Zhiliang (Ian) Zhou |
Chief Financial Officer |
March 22, 2024 |
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Name: Zhiliang (Ian) Zhou |
(Principal Accounting and Financial Officer) |
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/s/ Tong Wu |
Secretary, Treasurer, and Director |
March 22, 2024 |
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Name: Tong Wu |
II-3
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Armlogi Holding Corp.
We consent to the inclusion in the foregoing Registration Statement of Armlogi Holding Corp. and its subsidiaries (collectively the “Company”) on the Form S-1/A7 of our report dated on November 9, 2023, relating to our audits of the accompanying consolidated balance sheets of the Company as of June 30, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended June 30, 2023.
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ ZH CPA, LLC
Denver, Colorado
March 22, 2024
999 18th Street, Suite 3000, Denver, CO, 80202 USA Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us