Amendment: Armlogi Holding Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Explanatory Note
Armlogi Holding Corp. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 21, 2025 (the “Original Form 8-K”) to correct an inadvertent error contained therein regarding the Item 1.01.
Item 1.01 Entry into a Material Definitive Agreement
Due to a misunderstanding between the Company and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), the Company filed the Original Form 8-K incorrectly stating that it had entered into an omnibus amendment (the “Omnibus Amendment”) with the Investor, to amend the Standby Equity Purchase Agreement (“SEPA”), the registration rights agreement (the “Registration Rights Agreement”), and other related transaction documents, originally executed between the Company and the Investor on November 26, 2024.
Upon further review, however, it has been determined that no such Omnibus Amendment was executed. Accordingly, the original SEPA, the Registration Rights Agreement, and other related transaction documents, remain in full force and effect without modification. Copies of the original SEPA, the Registration Rights Agreement, and other related transaction documents were previously filed as Exhibits 10.1 through 10.4 to the Company’s Current Report on Form 8-K on November 26, 2024, and are incorporated herein by reference.
Item 9.01 Exhibits.
| Exhibit No. | Description | |
| 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 25, 2025
| Armlogi Holding Corp. | ||
| By: | /s/ Aidy Chou | |
| Name: | Aidy Chou | |
| Title: | Chief Executive Officer | |
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