Armlogi Holding Corp

DEF 14A 1 ea0217951-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. ___)

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2024 Annual Meeting of

Stockholders and Proxy Statement

To our Stockholders:

You are cordially invited to attend the first annual meeting (the “Annual Meeting”) of the stockholders of Armlogi Holding Corp. (the “Company,” “we,” “our,” and “us”) to be held virtually on December 19, 2024 at 1:00 P.M. Eastern Time. At the Annual Meeting, we will ask you to consider the following proposals:

1. To elect five directors to the board of directors (the “Board”) to serve until their successors are duly elected and qualified at the 2025 annual meeting of stockholders;

2. Ratify the appointment of ZH CPA, LLC as the independent registered public accounting firm of the Company for the year ending June 30, 2025; and

3. Consider any other business as may be properly brought before the meeting or any adjournment or postponement thereof.

The Board has fixed the close of business on October 24, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment, postponement, or continuation thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting for at least 10 days prior to the date of the meeting.

The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Annual Meeting, submit your questions, and vote during the live webcast of the meeting by visitingwww.virtua lshareholdermeeting.com/BTOC2024 shortly prior to the start of the meeting and entering the 16-digit control number found on the proxy card or voting instruction form.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we hope that you will vote as soon as possible.

Dated: October 28, 2024

By Order of the Board,

/s/ Aidy Chou

Aidy Chou

Chief Executive Officer, Director, and Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 19, 2024

Items of Business

1. Elect five directors to the Board to serve until their successors are duly elected and qualified at the 2025 annual meeting of stockholders;

2. Ratify the appointment of ZH CPA, LLC as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2025;

3. Consider any other business as may properly be brought before the meeting or any adjournment or postponement thereof.

The Board recommends that you vote “FOR” the election of each of the director nominees included in Proposal No. 1 and “FOR” Proposal No. 2.

How to Vote

• By Internet: Before the Annual Meeting, you may vote online atwww.proxyvote.com; during the Annual Meeting, you may vote online atwww.virtualshareholdermeeting.com/BTOC2024.

• By Telephone: You may vote by calling 1-800-690-6903.

• By Mail: You may vote by completing and returning the enclosed proxy card.

• In Person: All stockholders are cordially invited to attend the Annual Meeting.

This communication is not a form for voting and presents only an overview of the more complete proxy materials. The Company encourages you to review the complete proxy materials before voting. You will receive paper copies of all of our proxy materials by mail and can also access our proxy materials online atwww.proxyvote.com or in the Investor Relations section of our website atir.armlogi.com. The paper copies of all of our proxy materials are first being distributed or made available, as the case may be, to our stockholders on or about October 31, 2024.

THE 2024 ANNUAL REPORT OF THE COMPANY ACCOMPANIES THIS NOTICE

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be held on December 19, 2024: This Proxy Statement and our Annual Report on Form 10-K are available atwww.proxyvote.com and can be obtained, free of charge, by entering the 16-digit control number found on the proxy card or voting instruction form.

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Proxy Statement Summary

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

General Meeting Information

Voting Matters and Board Recommendations

Recent Highlights and Achievements

We recently reported our financial results for the fiscal year ended June 30, 2024 (“fiscal year 2024”) and other recent highlights, including:

• revenue of $167.0 million, an increase of 23.6%, primarily due to the rapid expansion of our business in 2023, as we expanded our warehouse operational capacities in California and New Jersey;

• gross margin of 10.8 percent, which decreased by approximately 8.3% points from 19.1% in fiscal 2023, primarily due to our expansion into the Fontana, California warehouse and the temporary disruption of operations in California as inventory was relocated to a new facility during fiscal year 2024;

• net income of $7.4 million, representing a 46.5% decrease from approximately $13.9 million in fiscal 2023;

• comprehensive income attributable to our stockholders of $7.4 million, or $0.19 per share, compared to $13.9 million, or $0.35 per share, in fiscal 2023; and

• cash of $7.9 million and net working capital of $5.0 million at the end of fiscal year 2024.

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Governance Highlights

We are committed to applying sound corporate governance principles. We believe sound governance practices are in the best interests of our stockholders and strengthen accountability within our organization. The following highlights our guiding governance principles:

Board Diversity Matrix (As of October 28, 2024)

In addition, we intend to implement additional corporate governance principles in the future, including:

• developing our executive compensation policies;

• enhancing public disclosure; and

• enhancing stockholder communication.

Director Nominees

You are being asked to vote to elect the following five director nominees to the Board. Detailed information about each of these nominees begins on page 5 of the Proxy Statement.

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