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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
September 25, 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 |
(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 2.02 Results of Operations and Financial Condition.
On September 25, 2025, Armlogi Holding Corp. issued a press release to announce the financial results for the fiscal year ended June 30, 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 September 25, 2025 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: September 25, 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 ITS FISCAL 2025 FULL-YEAR FINANCIAL RESULTS
WALNUT, CA, September 25, 2025 (GlobeNewswire) -- 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 year ended June 30, 2025.
Financial Results for the Fiscal Year Ended June 30, 2025:
| ● | Total revenue increased by approximately $23.4 million, or 14.0%, to $190.4 million for the fiscal year ended June 30, 2025, compared to $167.0 million for the fiscal year ended June 30, 2024. This growth was largely driven by continued demand for Armlogi’s transportation and warehousing services. |
| ● | Cost of service rose by $44.5 million, or 29.9%, mainly due to higher freight, rental, labor, and warehouse expenses associated with the expansion of the Company’s operational footprint. |
| ● | Gross profit declined to a loss of $3.0 million for the fiscal year ended June 30, 2025, compared with a gross profit of $18.1 million in the fiscal year ended June 30, 2024, with the gross margin falling to -1.6% from 10.8% the previous fiscal year. The decrease primarily reflects increases in third-party carrier costs, particularly with major suppliers, FedEx and UPS, as well as expenses associated with new warehouse leases and labor for expanded facilities. |
| ● | General and administrative expenses totaled $14.7 million, representing a 47.2% increase in the fiscal year ended June 30, 2025 from $10.0 million in the prior fiscal year, primarily due to investments in business growth and additional professional and office costs. |
| ● | Net loss for the fiscal year ended June 30, 2025 was $15.3 million, or $0.37 per basic and diluted share, compared to net income of $7.4 million, or $0.19 per share, for the fiscal year ended June 30, 2024. |
| ● | Cash and cash equivalents and restricted cash at year-end were $13.6 million in the fiscal year ended June 30,2025, compared to $10.0 million as of the fiscal year ended June 30, 2024. |
Management Commentary
Aidy Chou, Chairman and Chief Executive Officer of Armlogi, commented, “Fiscal year 2025 demonstrated continued strong demand for our logistics solutions, with 14% revenue growth and a more than four-fold increase in our active customer base. However, our results also reflect the significant operational challenges we faced as we expanded our warehouse network and navigated a difficult freight cost environment. The expansion of our operations with new warehouse facilities, while necessary for long-term growth, required substantial investments in labor and infrastructure that pressured our margins in the near term. Additionally, freight cost increases from our carriers have significantly impacted the profitability of our transportation services. We responded by diversifying our carrier relationships, but the industry-wide cost pressures continue to present headwinds.”
Mr. Chou continued: “Despite these challenges, we remain committed to our growth strategy and believe our expanded infrastructure positions us well for future opportunities. Looking ahead, our focus remains on operational optimization, technology-driven efficiency, and prudent cost management, as we position Armlogi for long-term, sustainable growth. “
Conference Call & Audio Webcast
Armlogi’s management team will hold an earnings conference call today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss the Company’s financial results and provide an overview of its operations. Armlogi’s management team will lead the conference call and answer investor questions.
To access the call by phone, please dial 1-800-445-7795 (for international callers, dial 1-785-424-1699) approximately 10 minutes prior to the scheduled start time. Please use the conference ID: ARMLOGI. **NOTE: THIS CONFERENCE ID WILL BE REQUIRED FOR ENTRY
A live audio webcast of the conference call will be available online at https://viavid.webcasts.com/starthere.jsp?ei=1736177&tp_key=05c18b1042.
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, including 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. Armlogi is a member of the Russell Microcap® Index. For more information, please visit www.armlogi.com.
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,” “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 ***
ARMLOGI HOLDING CORP.CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025 AND 2024
(US$, except share data, or otherwise noted)
| June 30, 2025 |
June 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 9,190,277 | 7,888,711 | ||||||
| Accounts receivable and other receivables, net of (amortized cost of $22,802,369 and $25,872,226 and allowance for credit losses of $594,869 and $407,182 at June 30, 2025 and 2024, respectively) | 22,207,500 | 25,465,044 | ||||||
| Other current assets | 998,925 | 1,624,611 | ||||||
| Prepaid expenses | 1,375,646 | 1,129,435 | ||||||
| Loan receivables | 3,893,563 | 1,877,131 | ||||||
| Total current assets | 37,665,911 | 37,984,932 | ||||||
| Non-current assets | ||||||||
| Restricted cash – non-current | 4,387,550 | 2,061,673 | ||||||
| Long-term loan receivables | — | 2,908,636 | ||||||
| Property and equipment, net | 11,259,820 | 11,010,407 | ||||||
| Intangible assets, net | 54,627 | 92,708 | ||||||
| Right-of-use assets – operating leases | 115,361,185 | 111,955,448 | ||||||
| Right-of-use assets – finance leases | 745,547 | 309,496 | ||||||
| Other non-current assets | 739,555 | 711,556 | ||||||
| Total assets | 170,214,195 | 167,034,856 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 9,604,783 | 7,502,339 | ||||||
| Contract liabilities | 939,097 | 276,463 | ||||||
| Income taxes payable | — | 57,589 | ||||||
| Due to related parties | — | 350,209 | ||||||
| Accrued payroll liabilities | 283,150 | 405,250 | ||||||
| Convertible notes | 5,292,749 | — | ||||||
| Operating lease liabilities – current | 29,280,907 | 24,216,446 | ||||||
| Finance lease liabilities – current | 386,327 | 155,625 | ||||||
| Total current liabilities | 45,787,013 | 32,963,921 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities – non-current | 98,939,552 | 93,126,092 | ||||||
| Finance lease liabilities – non-current | 397,692 | 169,683 | ||||||
| Deferred income tax liabilities | — | 1,536,455 | ||||||
| Total liabilities | 145,124,257 | 127,796,151 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, US$0.00001 par value, 100,000,000 shares authorized, 42,250,934 and 41,634,000 issued and outstanding as of June 30, 2025 and June 30, 2024, respectively | 422 | 416 | ||||||
| Additional paid-in capital | 16,668,858 | 15,468,864 | ||||||
| Retained earnings | 8,420,658 | 23,769,425 | ||||||
| Total stockholders’ equity | 25,089,938 | 39,238,705 | ||||||
| Total liabilities and stockholders’ equity | 170,214,195 | 167,034,856 | ||||||
ARMLOGI HOLDING CORP.CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
(US$, except share data, or otherwise noted)
| Year Ended June 30, 2025 |
Year Ended June 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Revenue | 190,408,258 | 166,977,034 | ||||||
| Costs of service | 193,408,827 | 148,894,227 | ||||||
| Gross (loss) profit | (3,000,569 | ) | 18,082,807 | |||||
| Operating costs and expenses: | ||||||||
| General and administrative | 14,675,543 | 9,967,792 | ||||||
| Total operating costs and expenses | 14,675,543 | 9,967,792 | ||||||
| (Loss) Income from operations | (17,676,112 | ) | 8,115,015 | |||||
| Other (income) expenses: | ||||||||
| Other income, net | (2,714,344 | ) | (2,320,257 | ) | ||||
| Loss on debt extinguishment | 1,192,431 | — | ||||||
| Loss on disposal of assets | 43,625 | — | ||||||
| Finance costs | 714,352 | 47,649 | ||||||
| Total other (income) expenses | (763,936 | ) | (2,272,608 | ) | ||||
| (Loss) Income before provision for income taxes | (16,912,176 | ) | 10,387,623 | |||||
| Current income tax (recovery) expense | (26,954 | ) | 2,145,072 | |||||
| Deferred income tax (recovery) expense | (1,536,455 | ) | 801,333 | |||||
| Total income tax (recovery) expense | (1,563,409 | ) | 2,946,405 | |||||
| Net (loss) income | (15,348,767 | ) | 7,441,218 | |||||
| Total comprehensive (loss) income | (15,348,767 | ) | 7,441,218 | |||||
| Basic & diluted net (loss) earnings per share | (0.37 | ) | 0.19 | |||||
| Weighted average number of shares of common stock-basic | 41,808,909 | 40,205,836 | ||||||
| Weighted average number of shares of common stock-diluted | 41,808,909 | 40,216,109 | ||||||
ARMLOGI HOLDING CORP.CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2025 AND 2024
(US$, except share data, or otherwise noted)
| For The Year Ended June 30, 2025 |
For The Year Ended June 30, 2024 |
|||||||
| US$ | US$ | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | (15,348,767 | ) | 7,441,218 | |||||
| Adjustments for items not affecting cash: | ||||||||
| Net loss from disposal of fixed assets | 43,625 | — | ||||||
| Depreciation of property and equipment and right-of-use financial assets | 2,931,993 | 1,996,720 | ||||||
| Amortization | 38,081 | 35,317 | ||||||
| Non-cash operating leases expense | 7,536,058 | 5,193,458 | ||||||
| Current estimated credit loss | 275,610 | 94,694 | ||||||
| Loss on debt extinguishment | 1,192,431 | — | ||||||
| Accretion of convertible note | 617,845 | — | ||||||
| Deferred income taxes | (1,536,455 | ) | 801,333 | |||||
| Interest income | (144,501 | ) | (109,427 | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable and other receivables | 2,981,935 | (8,157,462 | ) | |||||
| Other current assets | 625,686 | 11,881 | ||||||
| Prepaid expenses | (246,211 | ) | (332,531 | ) | ||||
| Other non-current assets | (28,000 | ) | (711,556 | ) | ||||
| Accounts payable & accrued liabilities | 2,102,444 | (667,825 | ) | |||||
| Income tax payable | (57,589 | ) | (2,597,106 | ) | ||||
| Contract liabilities | 662,634 | (147,719 | ) | |||||
| Accrued payroll liabilities | (122,100 | ) | 141,894 | |||||
| Net changes in derecognized ROU and operating lease liability | (63,874 | ) | — | |||||
| Net cash provided from operating activities | 1,460,845 | 2,992,889 | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of property and equipment | (2,889,928 | ) | (5,208,522 | ) | ||||
| Proceeds from sale of property and equipment | 48,000 | — | ||||||
| Net loan disbursement amounts after repayments received | (1,000,000 | ) | (2,229,083 | ) | ||||
| Proceeds from loan repayments | 2,036,705 | — | ||||||
| Net cash used in investing activities | (1,805,223 | ) | (7,437,605 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Net proceeds received from related parties | — | 1,000 | ||||||
| Proceeds (lend to) from related parties | (350,209 | ) | 511,353 | |||||
| Repayments of finance lease liabilities | (360,443 | ) | (163,936 | ) | ||||
| Repayment of commitment payable | (150,000 | ) | — | |||||
| Repayment of SEPA | (3,260,000 | ) | — | |||||
| Deferred issuance costs for initial public offering | — | (951,617 | ) | |||||
| Proceeds from IPO and share issuance, net | 8,092,473 | 7,471,180 | ||||||
| Capital contributions from stockholders | — | 969,021 | ||||||
| Net cash provided by financing activities | 3,971,821 | 7,837,001 | ||||||
| Net increase in cash and cash equivalents and restricted cash | 3,627,443 | 3,392,285 | ||||||
| Cash and cash equivalents and restricted cash, beginning of year | 9,950,384 | 6,558,099 | ||||||
| Cash and cash equivalents and restricted cash, end of year | 13,577,827 | 9,950,384 | ||||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that total the same amounts shown in the Consolidated Statements of Cash Flows:
| Cash and cash equivalents | 9,190,277 | 7,888,711 | ||||||
| Restricted cash – non-current | 4,387,550 | 2,061,673 | ||||||
| Total cash and cash equivalents and restricted cash shown in the Consolidated Balance Sheet | 13,577,827 | 9,950,384 | ||||||
| Supplemental Disclosure of Cash Flows Information: | ||||||||
| Cash paid for income tax | (122,248 | ) | (4,742,178 | ) | ||||
| Cash paid for interest | (96,507 | ) | (47,649 | ) | ||||
| Non-Cash Transactions: | ||||||||
| Decrease in right-of-use assets due to remeasurement of lease terms | 1,148,456 | — | ||||||
| Right-of-use assets acquired in exchange for operating lease liabilities | 27,857,474 | 81,927,507 | ||||||
| Right-of-use assets acquired in exchange for finance lease liabilities | 819,155 | — | ||||||
| Shares issued to settle commitment fee | 250,000 | — | ||||||
| Shares issued pursuant to SEPA | 950,000 | — | ||||||
| IPO expenses paid by stockholders | — | 300,000 |
5