United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01 Entry into a Material Definitive Agreement
As previously announced, on November 25, 2024, Armlogi Holding Corp (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), pursuant to which, the Investor is required to advance to the Company, subject to the satisfaction of certain conditions as set forth therein, the principal amount of $21 million (the “Pre-Paid Advance”) evidenced by convertible promissory notes in three tranches, with the principal amount of the third tranche of the Pre-Paid Advance being $11 million.
As previously announced, on November 25, 2024, in connection with the SEPA, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) registering the resale of the Company’s common stock, par value $0.00001 per share, underlying the SEPA by the 75th calendar day following the date of the Registration Rights Agreement (the “Effectiveness Deadline”).
On February 18, 2025, the Company and the Investor entered into an omnibus amendment (the “Omnibus Amendment”) to amend the SEPA, the Registration Rights Agreement, and other related transaction documents. Pursuant to the Omnibus Amendment, the amount of the third tranche of the Pre-Paid Advance was reduced from $11 million to $5.5 million. Accordingly, the third tranche of the Pre-Paid Advance will be in the principal amount of $5.5 million and advanced on the second trading day after the Registration Statement becomes effective. Additionally, the Effectiveness Deadline under the Registration Rights Agreement was extended to March 31, 2025. By entering into Omnibus Amendment, the Company fully and unconditionally released the Investor, its affiliates, and their respective officers, directors, employees, agents, legal representatives, successors, and assigns, from any and all claims, obligations, liabilities, or causes of action, whether known or unknown, arising on or before the date of the Omnibus Amendment. The foregoing description of the Omnibus Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Exhibits.
| Exhibit No. | Description | |
| 10.1 | Omnibus Amendment, dated February 18, 2025, by and between the Company and YA II PN, LTD | |
| 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: February 21, 2025
| Armlogi Holding Corp. | ||
| By: | /s/ Aidy Chou | |
| Name: | Aidy Chou | |
| Title: | Chief Executive Officer | |
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