Armlogi Holding Corp

S-11 ea0224805-01.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on December 17, 2024

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Walnut, California, 91789

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Aidy Chou

Chief Executive Officer

Walnut, California, 91789

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Ying Li, Esq.

Lisa Forcht, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19 th Floor

New York, NY 10022

(212) 530-2206

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION DATED DECEMBER 17, 2024

PRELIMINARY PROSPECTUS

ARMLOGI HOLDING CORP.

Up to 13,168,147 Shares of Common Stock

This prospectus relates to the resale, from time to time, of up to 13,168,147 shares of common stock, par value $0.00001 per share (the “Common Stock”), of Armlogi Holding Corp., a Nevada corporation (the “Company,” “we,” “us,” or “our”), by YA II PN, LTD, a Cayman Islands exempt limited company (the “Selling Stockholder”). The shares of Common Stock to which this prospectus relates have been or may be issued by us to the Selling Stockholder pursuant to a standby equity purchase agreement, dated November 25, 2024 (the “Effective Date”), by and between the Company and the Selling Stockholder (the “SEPA”), from time to time after the date of this prospectus, upon the terms and subject to the conditions set forth in the SEPA.

Such shares of Common Stock include (i) up to 13,125,000 shares of Common Stock that may be issued to the Selling Stockholder pursuant to the SEPA, either in our sole discretion following an Advance Notice (as defined below) or pursuant to an Investor Notice (as defined below) and (ii) 43,147 shares of Common Stock that we issued to the Selling Stockholder on December 13, 2024 pursuant to the SEPA (the “Commitment Shares”), as partial consideration for its commitment to purchase shares of our Common Stock in one or more purchases that we may direct it to make, from time to time after the date of this prospectus, pursuant to the SEPA. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholder hereby. However, we may receive up to $50,000,000 aggregate gross proceeds from sales of Common Stock that we may elect to make to the Selling Stockholder pursuant to the SEPA after the date of this prospectus. See “The Standby Equity Purchase Agreement” on page 11 of this prospectus for a description of the SEPA and “Selling Stockholder” on page 17 of this prospectus for additional information regarding the Selling Stockholder.

The Selling Stockholder may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of our Common Stock by the Selling Stockholder and any discounts, commissions, or concessions received by the Selling Stockholder are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the Selling Stockholder, including our legal and accounting fees. See the sections “About this Prospectus” on page ii and “Plan of Distribution” on page 21 of this prospectus for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

We engaged D. Boral Capital LLC (“DBC”) to act as our placement agent in connection with this offering. We have agreed to pay DBC a cash fee of 7% based upon the aggregate gross proceeds received from the sales of Common Stock that we elect to make to the Selling Stockholder pursuant to the SEPA. As additional compensation for DBC’s services, we shall issue to DBC or its designees at the closing of the offering, warrants (the “DBC’s Warrants”) to purchase that number of shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the offering. DBC’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and ahalf-year period commencing six months from the commencement of sales of the offering, at a price per share equal to 120.0% of the price per share of the Common Stock sold in the offering. See “Plan of Distribution” on page 21 of this prospectus for additional information regarding this arrangement.

Shares of our Common Stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “BTOC.” On December 13, 2024, the last reported sale price for our Common Stock was $5.55 per share.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated [•], 2024