IPO - Armlogi Holding Corp.

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Form Type: S-1/A

Filing Date: 2025-02-25

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025017007

Filing Summary: Armlogi Holding Corp. has filed an amendment to its registration statement on Form S-1 for the resale of up to 13,168,147 shares of its common stock, primarily held by YA II PN, LTD, under a standby equity purchase agreement. This agreement was established to facilitate the funding of the company's growth strategy, involving the potential issuance of shares in exchange for a $50 million gross proceeds from sales of shares to the Selling Stockholder. The amendment indicates that the company is an emerging growth company and details its business operations involving warehousing and logistics services tailored for international e-commerce markets. The filing aims to officially register the shares for public offering, following regulatory compliance and required disclosures. Armlogi currently operates 10 warehouses across the U.S. with a focus on enhancing supply chain efficiency and customer service, particularly in e-commerce logistics. The document outlines significant financial figures, including total revenues for the past fiscal years, emphasizing a notable percentage of revenue derived from Chinese customers, and highlights strategic goals such as technological investments and acquisition pursuits as part of their growth plan. The company also necessitates a waiver for the third tranche of funding related to the agreement, hinting at potential limitations on the advancement of shares if conditions are unmet.

Document Link: View Document

Additional details:

Company Name: Armlogi Holding Corp.


Address: 20301 East Walnut Drive North, Walnut, California, 91789


Total Common Stock: 13,168,147


Selling Stockholder: YA II PN, LTD


Total Gross Proceeds: $50,000,000


First Tranche Amount: $5 million


Second Tranche Amount: $5 million


Third Tranche Amount: $11 million


Promissory Notes Interest Rate: 0%

Default Interest Rate: 18%


Floor Price: $1.1880


Effective Date: November 25, 2024


Exchange Cap: 8,322,636 shares


Listing Symbol: BTOC


Last Reported Sale Price: $2.45 per share


Form Type: S-1/A

Filing Date: 2025-01-24

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025006597

Filing Summary: Armlogi Holding Corp. is filing an amendment to its registration statement as part of the Securities Act of 1933 to facilitate the resale of up to 13,168,147 shares of its common stock by YA II PN, LTD, the Selling Stockholder. The shares relate to a standby equity purchase agreement (SEPA) dated November 25, 2024. Under the SEPA, the Selling Stockholder has advanced $21 million in principal, set to be disbursed in tranches, with convertible promissory notes accruing zero percent interest initially but increasing to 18% upon an event of default. This offering allows Armlogi to sell additional shares until December 1, 2026, with revenue expectations up to $50 million. The document also includes a summary of the Company's services, strengths, growth strategies, and the implications of being classified as an emerging growth company regarding reporting requirements.

Document Link: View Document

Additional details:

Company Name: Armlogi Holding Corp.


Max Advance Amount: $50 million


Principal Amount: $21 million


Conversion Price: $7.5937


Interest Rate: 0%

Default Interest Rate: 18%


Maturity Date: 2026-11-25


Exchange Cap: 8,322,636 shares


Last Sale Price: $3.89


Effective Date: January 24, 2025


Form Type: S-1/A

Filing Date: 2025-01-15

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025003827

Filing Summary: Armlogi Holding Corp. has filed Amendment No. 1 to its registration statement on Form S-1 with the SEC for the proposed sale of up to 13,168,147 shares of common stock. The shares will be offered by YA II PN, LTD, a selling stockholder, pursuant to a Standby Equity Purchase Agreement (SEPA) dated November 25, 2024. The SEPA allows the selling stockholder to purchase shares of common stock based on specified conditions and terms. The company will not receive proceeds from the resale of these shares but may receive up to $50 million from subsequent sales to the selling stockholder. The document outlines various aspects of the offering, including the pricing structure for shares sold, risk factors associated with the investment, and the operational strengths and strategies of Armlogi Holding Corp. The company aims to enhance supply chain efficiency, expand its customer base, and leverage warehousing and logistics services tailored for cross-border e-commerce. The last reported sale price for the common stock was $3.93 per share on January 14, 2025. This registration statement is critical for the company's future financing and market participation.

Document Link: View Document

Additional details:

Principal Office Address: 20301 East Walnut Drive North, Walnut, California, 91789


Telephone Number: (888) 691-2911


Website: www.armlogi.com


Shares Offer Amount: 13168147


Funding Limit: 50000000


Conversion Price Floor: 1.188


Last Stock Price: 3.93


NetRevenueQ3 2024: 42500000


NetLossQ3 2024: 4600000


NetRevenueFY2024: 167000000


NetIncomeFY2024: 7400000


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