Armlogi Holding Corp 8-K, filed May 15, 2025

Armlogi Holding Corp. (BTOC)

8-K 2025-05-15 For: 2025-05-14

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Added on April 09, 2026

About this 8-K

Armlogi Holding Corp filed this 8-K on May 15, 2025, reporting on events of May 14, 2025.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Nevada		001-42099		92-0483179
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BTOC		The Nasdaq Stock Market LLC

Exhibit No.		Description
99.1		Press Release dated May 14, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

	Armlogi Holding Corp.

	By:	/s/ Aidy Chou
	Name:	Aidy Chou
	Title:	Chief Executive Officer

	March 31, 2025		June 30, 2024
	US$		US$
	Unaudited
Assets
Current assets
Cash		5,631,247		7,888,711
Accounts receivable and other receivable, net		26,843,491		25,465,044
Other current assets		2,222,012		1,624,611
Prepaid expenses		1,204,992		1,129,435
Loan receivables		3,845,402		1,877,131
Total current assets		39,747,144		37,984,932
Non-current assets
Restricted cash		3,779,572		2,061,673
Long-term loan receivables		—		2,908,636
Property and equipment, net		11,660,557		11,010,407
Intangible assets, net		66,002		92,708
Right-of-use assets – operating leases		122,126,701		111,955,448
Right-of-use assets – finance leases		201,012		309,496
Other non-current assets		459,555		711,556
Total assets		178,040,543		167,034,856

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Current liabilities
Accounts payable and accrued liabilities		6,870,867		7,502,339
Contract liabilities		468,128		276,463
Income taxes payable		—		57,589
Due to related parties		—		350,209
Accrued payroll liabilities		687,530		405,250
Convertible notes		6,337,398		—
Operating lease liabilities – current		28,297,648		24,216,446
Finance lease liabilities – current		139,331		155,625
Total current liabilities		42,800,902		32,963,921
Non-current liabilities
Operating lease liabilities – non-current		104,986,058		93,126,092
Finance lease liabilities – non-current		77,042		169,683
Deferred income tax liabilities		-		1,536,455
Total liabilities		147,864,002		127,796,151

Commitments and contingencies
Stockholders’ equity
Common stock, US$0.00001 par value, 100,000,000 shares authorized, 42,112,026 and 41,634,000 issued and outstanding as of March 31, 2025 and June 30, 2024, respectively		421		416
Additional paid-in capital		16,468,859		15,468,864
Retained earnings		13,707,261		23,769,425
Total stockholders’ equity		30,176,541		39,238,705
Total liabilities and stockholders’ equity		178,040,543		167,034,856

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024			Nine Months Ended March 31, 2025			Nine Months Ended March 31, 2024
	US$			US$			US$			US$
	Unaudited			Unaudited			Unaudited			Unaudited
Revenue		45,844,322			38,439,935			139,469,900			121,689,863
Costs of sales		45,566,202			35,115,736			142,315,578			105,461,383
Gross profit (loss)		278,120			3,324,199			(2,845,678	)		16,228,480

Operating costs and expenses:
General and administrative		4,472,813			3,269,493			10,800,794			8,097,196
Total operating costs and expenses		4,472,813			3,269,493			10,800,794			8,097,196

Income (loss) from operations		(4,194,693	)		54,706			(13,646,472	)		8,131,284

Other (income) expenses:
Other income, net		(718,025	)		(914,419	)		(2,488,346	)		(1,902,813	)
Loss on disposal of assets		—			—			43,625			—
Finance costs		278,385			11,041			367,382			37,779
Total other (income) expenses		(439,640	)		(903,378	)		(2,077,339	)		(1,865,034	)

Income (loss) before provision for income taxes		(3,755,053	)		958,084			(11,569,133	)		9,996,318

Current income tax expense		—			200,612			—			2,079,038
Deferred income tax (recovery) expense		—			75,252			(1,506,969	)		735,459
Total income tax (recovery) expenses		—			275,864			(1,506,969	)		2,814,497
Net income (loss)		(3,755,053	)		682,220			(10,062,164	)		7,181,821
Total comprehensive income (loss)		(3,755,053	)		682,220			(10,062,164	)		7,181,821

Basic & diluted net (loss) earnings per share		(0.09	)		0.02			(0.24	)		0.18
Weighted average number of shares of common stock-basic and diluted		41,714,608			40,000,000			41,651,007			40,000,000

	For The Nine Months Ended March 31, 2025			For The Nine Months Ended March 31, 2024
	US$			US$
	Unaudited			Unaudited
Cash Flows from Operating Activities:
Net (loss) income		(10,062,164	)		7,181,821
Net loss from disposal of fixed assets		43,625			6,895
Depreciation of property and equipment and right-of-use financial assets		1,983,166			1,444,441
Amortization		26,706			26,488
Non-cash operating leases expense		5,833,789			3,450,304
Gain from settlement of commitment payable		(100,000	)		—
Accretion of convertible note		344,925			—
Current estimated credit loss		228,363			(22,827	)
Deferred income taxes		(1,536,455	)		735,459
Interest income		(96,340	)		(87,923	)
Changes in working capital:
Accounts receivable and other receivables		(1,606,810	)		(7,685,423	)
Other current assets		(597,401	)		(376,820	)
Other non-current assets		252,001			—
Prepaid expenses		(75,557	)		(425,146	)
Accounts payable & accrued liabilities		(631,472	)		(2,212,137	)
Contract liabilities		191,665			(187,925	)
Income tax payable		(57,589	)		1,907,403
Accrued payroll liabilities		282,280			199,806
Net changes in derecognized ROU and operating lease liabilities		(63,874	)		—
Net cash (used in) provided from operating activities		(5,641,142	)		3,954,416

Cash Flows from Investing Activities:
Purchase of property and equipment		(2,593,457	)		(3,080,643	)
Loan disbursement		(1,000,000	)		(1,600,000	)
Proceeds from repayment of loan receivables		2,036,705			—
Proceeds from sale of property and equipment		25,000			—
Net cash used in investing activities		(1,531,752	)		(4,680,643	)

Cash Flows from Financing Activities:
Proceeds received from related parties		—			1,000
Deferred issuance costs for initial public offering		—			(638,231	)
Repayment to related parties		(350,209	)		511,353
Net proceeds from SEPA		8,092,473			—
Repayment of commitment payable		(150,000	)		—
Repayment of finance lease liabilities		(108,935	)		(125,474	)
Repayment of SEPA		(850,000	)		—
Capital contributions from stockholders		—			466,156
Net cash provided by financing activities		6,633,329			214,804

Net decrease in cash and restricted cash		(539,565	)		(511,423	)
Cash and restricted cash, beginning of year		9,950,384			6,558,099
Cash and restricted cash, end of nine months periods		9,410,819			6,046,676

The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets that equal the totals of the same amounts shown in the Consolidated Statements of Cash Flows:
Cash		5,631,247			3,985,003
Restricted cash – non-current		3,779,572			2,061,673
Total cash and restricted cash shown in the Consolidated Balance Sheet		9,410,819			6,046,676

Supplemental Disclosure of Cash Flows Information:
Cash paid for income tax		(87,074	)		(171,635	)
Cash paid for interest		22,457			—
Non-cash Transactions:
Right-of-use assets acquired in exchange for operating lease liabilities		28,685,914			81,927,507
Decrease in right-of-use assets due to remeasurement of lease terms		884,394			—
Shares issued to settle commitment fee		250,000			—
IPO expenses paid by stockholders		—			300,000
Shares issued pursuant to SEPA		750,000			—