8-K
Armlogi Holding Corp. (BTOC)
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
May 14, 2025
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<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 20301 East Walnut Drive North<br><br> <br>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<br>Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 2.02 Results of Operations and Financial Condition.
On May 14, 2025, Armlogi Holding Corp. issued a press release to announce financial results for its fiscal year 2025 third quarter and nine months ended March 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 14, 2025 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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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: May 14, 2025
| Armlogi Holding Corp. | |
|---|---|
| By: | /s/ Aidy Chou |
| Name: | Aidy Chou |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Armlogi Holding Corp. Announces Fiscal 2025Third Quarter and Nine-Month Results
WALNUT, CA, May 14, 2025 - Armlogi Holding Corp. (“Armlogi” or the “Company”) (Nasdaq: BTOC), a U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chain solutions related to warehouse management and order fulfillment, today announced financial results for its fiscal 2025 third quarter and nine months ended March 31, 2025.
Financial Results for the Three Months EndedMarch 31, 2025:
Total revenue increased by approximately $7.4 million, or 19.3%, to $45.8 million during the three months ended March 31, 2025, compared to $38.4 million for the same period in 2024. This growth reflects continued demand for our services.
Costs of sales increased by approximately $10.5 million, or 29.8%, to $45.6 million during the three months ended March 31, 2025, compared with $35.1 million during the same period in 2024. This increase is primarily attributed to higher operational costs associated with service delivery and the expansion of our operational footprint.
Our overall gross profit was $0.28 million for the three months ended March 31, 2025, a decrease from $3.32 million for the same period in 2024. Consequently, the gross profit margin was approximately 0.6% for the current quarter, compared to approximately 8.6% in the prior year’s quarter. This reduction in gross margin reflects the aforementioned increased costs of sales.
General and administrative expenses were $4.47 million for the three months ended March 31, 2025, an increase from $3.27 million in the same period of 2024, reflecting investments to support our growing operations and strategic initiatives.
As a result of these factors, the Company reported a loss from operations of $4.19 million for the three months ended March 31, 2025, compared to income from operations of $0.05 million for the same period in 2024.
Our net loss for the three months ended March 31, 2025, was $3.76 million, or ($0.09) per basic and diluted share. This compares with net income of $0.68 million, or $0.02 per basic and diluted share, for the three months ended March 31, 2024.
Financial Results for the Nine Months EndedMarch 31, 2025:
Total revenue increased by approximately $17.8 million, or 14.6%, to $139.5 million during the nine months ended March 31, 2025, compared to $121.7 million for the same period in 2024. This growth underscores the sustained demand for our comprehensive logistics solutions.
Costs of sales increased by approximately $36.85 million, or 35.0%, to $142.3 million during the nine months ended March 31, 2025, compared with $105.5 million during the same period in 2024. This increase reflects the costs associated with our expanded operational footprint, investments in service capabilities, and certain market pressures that increased costs of resources necessary for our operations.
Our overall gross loss was $2.85 million for the nine months ended March 31, 2025, a shift from a gross profit of $16.23 million for the same period in 2024. This has resulted in a negative gross profit margin of approximately (2.0)% for the current nine-month period, compared to a positive margin of 13.3% in the prior year’s period. We are focused on initiatives to address these margin challenges, as well as the challenges that may be presented by the U.S.-China trade developments, anticipated cost pressures of which we are endeavoring to mitigate, should they not be favorably resolved, going forward.
General and administrative expenses were $10.80 million for the nine months ended March 31, 2025, an increase from $8.10 million in the same period of 2024, reflecting ongoing investments to scale our business and support our growth trajectory.
Consequently, the Company reported a loss from operations of $13.65 million for the nine months ended March 31, 2025, compared to income from operations of $8.13 million for the same period in 2024.
Our net loss for the nine months ended March 31, 2025, was $10.06 million, or ($0.24) per basic and diluted share. This compares with net income of $7.18 million, or $0.18 per basic and diluted share, for the nine months ended March 31, 2024.
Management Commentary
Aidy Chou, Chairman and Chief Executive Officer of Armlogi, commented, “Our third quarter and nine-month results reflect continued revenue growth, which underscores the ongoing demand for our logistics solutions. At the same time, we continue to face significant operational investments and market-related cost pressures that have impacted our profitability. We are diligently working to optimize our expanded warehouse footprint and enhance operational efficiencies across all our service lines.”
“We are encouraged by the recent development in U.S.-China trade talks, which has resulted in a substantial reduction in tariffs. We believe this may be a positive signal for Armlogi and the broader logistics sector. While we continue to take a cautious approach in our overall planning, prioritizing sustainable growth and improved profitability, the reduction in trade tensions may allow us to look forward with cautious optimism. Our commitment to leveraging technology and delivering comprehensive supply-chain solutions for our clients remains strong as we navigate the evolving economic environment and work to position Armlogi for potential future growth.”
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Conference Call & Audio Webcast
Armlogi’s management team will hold an earnings conference call at 8:00 am Pacific Time (11:00 am Eastern Time) on Friday, May 16, to discuss the Company’s financial results and provide an overview of the Company’s operations. Armlogi’s management team will lead the conference call and answer investor questions.
To access the call by phone, please dial 1-800-274-8461 (international callers, please dial 1-203-518-9814) approximately 10 minutes before the start of the call. Refer to conference ID: ARMLOGI. **NOTE: THIS CONFERENCE ID WILL BE REQUIRED FOR ENTRY
A live audio conference call webcast will be available online at https://viavid.webcasts.com/starthere.jsp?ei=1720635&tp_key=1793680a37.
About Armlogi Holding Corp.
Armlogi Holding Corp., based in Walnut, CA, is a U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chain solutions relating to warehouse management and order fulfillment. The Company caters to cross-border e-commerce merchants looking to establish overseas warehouses in the U.S. market. With ten warehouses covering over three and a half million square feet, the Company offers comprehensive one-stop warehousing and logistics services. The Company’s warehouses are equipped with facilities and technology for handling and storing large and bulky items. For more information, please visit www.armlogi.com.
Armlogi is on X (formerly Twitter). Sign up to follow @ArmLogiUS at https://x.com/ArmLogiUS.
Armlogi is on LinkedIn; follow us at https://www.linkedin.com/company/armlogi-holding-corp.
Forward-Looking Statements
This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “intends,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us.
Company Contact:
info@armlogi.com
Investor Relations Contact:
Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com
(tables follow)
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**ARMLOGIHOLDING CORP.**CONDENSED CONSOLIDATED BALANCE SHEETSAS OF MARCH 31, 2025 AND JUNE 30, 2024(US$, except share data, or otherwise noted)
| June 30, 2024 | |
|---|---|
| US | |
| Assets | |
| Current assets | |
| Cash | |
| Accounts receivable and other receivable, net | |
| Other current assets | |
| Prepaid expenses | |
| Loan receivables | |
| Total current assets | |
| Non-current assets | |
| Restricted cash | |
| Long-term loan receivables | |
| Property and equipment, net | |
| Intangible assets, net | |
| Right-of-use assets – operating leases | |
| Right-of-use assets – finance leases | |
| Other non-current assets | |
| Total assets | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| Liabilities: | |
| Current liabilities | |
| Accounts payable and accrued liabilities | |
| Contract liabilities | |
| Income taxes payable | |
| Due to related parties | |
| Accrued payroll liabilities | |
| Convertible notes | |
| Operating lease liabilities – current | |
| Finance lease liabilities – current | |
| Total current liabilities | |
| Non-current liabilities | |
| Operating lease liabilities – non-current | |
| Finance lease liabilities – non-current | |
| Deferred income tax liabilities | |
| Total liabilities | |
| Commitments and contingencies | |
| Stockholders’ equity | |
| Common stock, US0.00001 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 | |
| Additional paid-in capital | |
| Retained earnings | |
| Total stockholders’ equity | |
| Total liabilities and stockholders’ equity |
All values are in US Dollars.
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**ARMLOGIHOLDING CORP.**CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2025 AND 2024(US$, except share data, or otherwise noted)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Nine Months Ended March 31, 2025 | Nine Months Ended March 31, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| US | US | US | US | |||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||
| Revenue | ||||||||
| Costs of sales | ||||||||
| Gross profit (loss) | ) | |||||||
| Operating costs and expenses: | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Income (loss) from operations | ) | ) | ||||||
| Other (income) expenses: | ||||||||
| Other income, net | ) | ) | ) | ) | ||||
| Loss on disposal of assets | ||||||||
| Finance costs | ||||||||
| Total other (income) expenses | ) | ) | ) | ) | ||||
| Income (loss) before provision for income taxes | ) | ) | ||||||
| Current income tax expense | ||||||||
| Deferred income tax (recovery) expense | ) | |||||||
| Total income tax (recovery) expenses | ) | |||||||
| Net income (loss) | ) | ) | ||||||
| Total comprehensive income (loss) | ) | ) | ||||||
| Basic & diluted net (loss) earnings per share | ) | ) | ||||||
| Weighted average number of shares of common stock-basic and diluted |
All values are in US Dollars.
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**ARMLOGIHOLDING CORP.**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE NINE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)(US$, except share data, or otherwise noted)
| 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 | ) | |||
| Net loss from disposal of fixed assets | ||||
| Depreciation of property and equipment and right-of-use financial assets | ||||
| Amortization | ||||
| Non-cash operating leases expense | ||||
| Gain from settlement of commitment payable | ) | |||
| Accretion of convertible note | ||||
| Current estimated credit loss | ) | |||
| Deferred income taxes | ) | |||
| Interest income | ) | ) | ||
| Changes in working capital: | ||||
| Accounts receivable and other receivables | ) | ) | ||
| Other current assets | ) | ) | ||
| Other non-current assets | ||||
| Prepaid expenses | ) | ) | ||
| Accounts payable & accrued liabilities | ) | ) | ||
| Contract liabilities | ) | |||
| Income tax payable | ) | |||
| Accrued payroll liabilities | ||||
| Net changes in derecognized ROU and operating lease liabilities | ) | |||
| Net cash (used in) provided from operating activities | ) | |||
| Cash Flows from Investing Activities: | ||||
| Purchase of property and equipment | ) | ) | ||
| Loan disbursement | ) | ) | ||
| Proceeds from repayment of loan receivables | ||||
| Proceeds from sale of property and equipment | ||||
| Net cash used in investing activities | ) | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds received from related parties | ||||
| Deferred issuance costs for initial public offering | ) | |||
| Repayment to related parties | ) | |||
| Net proceeds from SEPA | ||||
| Repayment of commitment payable | ) | |||
| Repayment of finance lease liabilities | ) | ) | ||
| Repayment of SEPA | ) | |||
| Capital contributions from stockholders | ||||
| Net cash provided by financing activities | ||||
| Net decrease in cash and restricted cash | ) | ) | ||
| Cash and restricted cash, beginning of year | ||||
| Cash and restricted cash, end of nine months periods | ||||
| 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 | ||||
| Restricted cash – non-current | ||||
| Total cash and restricted cash shown in the Consolidated Balance Sheet | ||||
| Supplemental Disclosure of Cash Flows Information: | ||||
| Cash paid for income tax | ) | ) | ||
| Cash paid for interest | ||||
| Non-cash Transactions: | ||||
| Right-of-use assets acquired in exchange for operating lease liabilities | ||||
| Decrease in right-of-use assets due to remeasurement of lease terms | ||||
| Shares issued to settle commitment fee | ||||
| IPO expenses paid by stockholders | ||||
| Shares issued pursuant to SEPA |
All values are in US Dollars.
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