Form 8-K

8-K — Armlogi Holding Corp.

Accession: 0001213900-26-084605

Filed: 2026-08-03

Period: 2026-07-31

CIK: 0001972529

SIC: 4220 (PUBLIC WAREHOUSING & STORAGE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0300120-8k_armlogi.htm (Primary)

EX-10.1 — APPOINTMENT AGREEMENT DATED AUGUST 1, 2026 BY AND BETWEEN TONG WU AND THE COMPANY (ea030012001ex10-1.htm)

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8-K — CURRENT REPORT

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 31, 2026

Date of Report (Date of earliest event reported)

Armlogi Holding Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-42099

92-0483179

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

20301 East Walnut Drive North

Walnut, California

91789

(Address of Principal Executive Offices)

(Zip Code)

(888) 691-2911

Registrant’s telephone number, including

area code

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BTOC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers.

On July 31, 2026, Mr. Sheng-Kai (Scott) Hsu, the

Chief Financial officer (the “CFO”) of Armlogi Holding Corp. (the “Company”), submitted a letter of resignation

indicating his intention to resign as the Company’s CFO, effective August 1, 2026, which has been accepted by the board of directors

of the Company (the “Board”). Mr. Hsu has advised the Company that his resignation was due to personal reasons and not a result

of any disagreement with the Company, its management, the Board, or the Company’s independent registered public accounting firm

regarding the operations, policies, or practices, financial reporting, or accounting matters of the Company.

On July 31, 2026, the Board approved and appointed

Mr. Tong Wu, Secretary, Treasurer, and a director of the Company, to serve as the Company’s Interim CFO, effective August 1, 2026,

in order to fill the vacancy created by Mr. Hsu’s resignation. The Board plans to commence a search for a permanent Chief Financial

Officer.

Mr. Tong Wu has served as the Company’s

Secretary and director since September 2022, the Company’s Treasurer since February 2023, and the Company’s Interim CFO since

August 2026. Mr. Wu has extensive experience in the third-party logistics industry. As a co-founder of Armstrong Logistic Inc., a significant

operating subsidiary of the Company, Mr. Wu has served as its chief administrative officer since April 2020, responsible for the management

of day-to-day operations. Since January 2015, Mr. Wu has also served as a self-employed portfolio manager. Mr. Wu received his bachelor’s

degree in Economics from Inner Mongolia Open University in China in 1992, a Master’s degree in Theology from LOGOS Evangelical Seminary

in 2022, and his MBA degree from the University of South Wales in 2022.

On August 1, 2026, the Company and Mr. Wu entered

into an Interim Chief Financial Officer Appointment Agreement (the “Appointment Agreement”), pursuant to which, Mr. Wu will

serve as the Company’s Interim CFO, effective August 1, 2026. Under the Appointment Agreement, Mr. Wu will be responsible for monthly

financial reporting, cash flow projections, and ensuring that regulatory filings are completed accurately and on time, together with such

other duties customarily associated with the role of Chief Financial Officer as may be assigned by the Board from time to time. Mr. Wu’s

service as Interim CFO is on an unpaid basis; he shall not receive any additional base salary, bonus, or other cash compensation for serving

as Interim CFO, and his existing compensation pursuant to his current employment with the Company as Secretary

and Treasurer shall remain unchanged. Mr. Wu shall continue to participate in and receive benefits under the Company’s employee

benefit plans on the same terms as his existing employment. The Appointment Agreement provides that Mr. Wu’s service as Interim

CFO shall automatically terminate upon (i) the Board’s appointment of a permanent successor Chief Financial Officer, (ii) Mr. Wu’s

death, (iii) Mr. Wu voluntarily ceasing to serve as Interim CFO upon written notice to the Company, or (iv) at the Company’s sole

discretion, upon written notice to Mr. Wu, with or without cause.

The foregoing summary of the Appointment Agreement

does not purport to be complete and is qualified in its entirety by reference to the Appointment Agreement, a copy of which is filed as

Exhibit 10.1 to this Current Report on Form 8-K. On September 22, 2023, the Company entered into an indemnification agreement with Mr.

Wu. A copy of the indemnification agreement is incorporated herein by reference.

There are no family relationships between Mr.

Wu and any director or executive officer of the Company. To the best knowledge of the Company, neither Mr. Wu nor any of his immediate

family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Exhibits.

Exhibit No.

Description

10.1

Appointment Agreement dated August 1, 2026 by and between Tong Wu and the Company

10.2

Indemnification Agreement dated September 22, 2023 by and between Tong Wu and the Company (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1, as amended (File No. 333-274667)

104

Cover Page Interactive Data File (formatted in Inline XBRL).

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: August 3, 2026

Armlogi Holding Corp.

By:

/s/ Aidy Chou

Name:

Aidy Chou

Title:

Chief Executive Officer

EX-10.1 — APPOINTMENT AGREEMENT DATED AUGUST 1, 2026 BY AND BETWEEN TONG WU AND THE COMPANY

EX-10.1

Filename: ea030012001ex10-1.htm · Sequence: 2

Exhibit 10.1

INTERIM CHIEF FINANCIAL OFFICER

APPOINTMENT AGREEMENT

THIS INTERIM CHIEF FINANCIAL

OFFICER APPOINTMENT AGREEMENT (this “Agreement”) is made as of August 1, 2026, by and between Armlogi Holding Corp., a

Nevada corporation (the “Company”), whose principal place of business is at 20301 E Walnut Dr. N, Walnut, CA

91789; and Tong Wu (“Employee”), an existing employee of the Company.

WHEREAS, Sheng-Kai Hsu is resigning

as the Company’s Chief Financial Officer effective August 1, 2026;

WHEREAS, the Company wishes to

appoint Employee, who is currently an employee of the Company, to serve as the Company’s interim Chief Financial Officer on an unpaid

basis pending the Company’s appointment of a permanent successor Chief Financial Officer, and Employee wishes to accept such appointment,

on the terms and conditions set forth below;

WHEREAS, the parties to this

Agreement wish to enter into a written expression of their relationship with respect to Employee’s interim appointment;

THEREFORE, in consideration

of the agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE 1

Appointment

1.1. Appointment.

The Company hereby appoints Employee, and Employee accepts appointment, to serve as the Company’s interim Chief Financial Officer

(“Interim CFO”), on and subject to the terms and conditions set forth in this Agreement.

1.2. Term.

Employee’s service as Interim CFO shall commence effective August 1, 2026 and shall continue until the Company’s Board of

Directors appoints a permanent successor Chief Financial Officer, unless earlier terminated in accordance with Article 7 (the “Interim

Period”). Employee’s service as Interim CFO is at-will and may be terminated by either party at any time in accordance

with Article 7. For the avoidance of doubt, this Agreement does not modify, supersede, or otherwise affect the terms of Employee’s

existing employment with the Company, which shall remain in full force and effect.

ARTICLE 2

Duties

2.1. Position

and Duties. During the Interim Period, Employee shall act as the Company’s interim Chief Financial Officer and shall be responsible

for performing the duties described in Appendix A attached hereto and made a part hereof, in addition to Employee’s existing

duties and responsibilities with the Company. Employee agrees that he will serve the Company faithfully and to the best of his ability

during the Interim Period, under the direction of the Board of Directors of the Company. The Company and Employee may jointly agree from

time to time to change the nature of the duties described herein.

2.2. Time

Devoted to Work. Employee agrees to devote such business time, attention, and energies, as well as Employee’s best talents

and abilities, as are reasonably necessary to perform the duties of Interim CFO, in addition to Employee’s existing role and

duties with the Company, in accordance with the Company’s instructions and directions.

ARTICLE 3

Place of Employment

3.1. Place

of Employment. Employee shall perform his duties under this Agreement remotely, without a specific physical location requirement.

ARTICLE 4

Compensation

4.1. No

Additional Compensation. Employee’s service as Interim CFO is unpaid. Employee shall not receive any additional base salary,

bonus, or other cash compensation from the Company for serving as Interim CFO. Employee’s existing base salary and other compensation

under Employee’s current employment with the Company shall remain unchanged and shall continue to be paid in accordance with the

Company’s regular payroll practices.

4.2. Withholding.

All amounts, if any, due from the Company to Employee hereunder shall be paid to Employee net of all taxes and other amounts which the

Company is required to withhold by law.

4.3. Reimbursement

for Business Expenses. Subject to the approval of the Company, the Company shall promptly pay or reimburse Employee for all reasonable

business expenses incurred by Employee in performing Employee’s duties as Interim CFO, but only if Employee properly accounts for

such expenses in accordance with the Company’s policies.

ARTICLE 5

Vacations and Other Paid Absences

5.1. Vacation

Days. Employee’s entitlement to paid vacation days shall continue to be governed by the terms of Employee’s existing employment

with the Company and shall not be affected by this Agreement.

5.2. Holidays.

Employee’s entitlement to paid holidays shall continue to be governed by the terms of Employee’s existing employment with

the Company and shall not be affected by this Agreement.

5.3. Sick

Days and Personal Absence Days. Employee’s entitlement to paid sick days and personal absence days shall continue to be governed

by the terms of Employee’s existing employment with the Company and shall not be affected by this Agreement.

ARTICLE 6

Fringe Benefits

Employee shall continue to participate

in and receive benefits from the Company’s employee benefit plans on the same terms as under Employee’s existing employment

with the Company. This Agreement does not create, modify, or otherwise affect any employee benefit entitlement of Employee. Nothing in

this Agreement shall prohibit the Company from modifying or terminating any of its employee benefit plans in a manner that does not discriminate

between Employee and other Company employees.

ARTICLE 7

Termination of Interim Appointment

7.1. Termination

of Interim Appointment. Employee’s service as Interim CFO hereunder shall automatically terminate upon (i) the Board of Directors’

appointment of a permanent successor Chief Financial Officer; (ii) Employee’s death; (iii) Employee voluntarily ceasing to serve

as Interim CFO upon written notice to the Company; or (iv) at the Company’s sole discretion, upon written notice to Employee terminating

the interim appointment, with or without cause. Termination of Employee’s service as Interim CFO shall not, by itself, affect Employee’s

continued employment with the Company in Employee’s other capacity, which shall continue to be governed by the terms of Employee’s

existing employment.

7.2. Payments

on Termination. In the event that Employee’s service as Interim CFO is terminated for any reason, the Company shall promptly

reimburse Employee for any outstanding business expenses properly incurred and submitted in accordance with Company policies through the

date of termination, but such payments shall be in full satisfaction of all of the Company’s obligations to Employee arising under

this Agreement. For the avoidance of doubt, this Section shall not affect any amounts owed to Employee under the terms of Employee’s

existing employment with the Company.

ARTICLE 8

Binding Agreement

8.1. Company’s

Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon

the successors and assigns of the Company.

8.2. Employee’s

Successors. This Agreement shall inure to the benefit of and be enforceable by Employee’s personal representatives, legatees,

and heirs. If Employee dies while amounts are still owed, such amounts shall be paid to Employee’s legatees or, if no such person

or persons have been designated, to Employee’s estate.

ARTICLE 9

Governing Law and Venue

This Agreement shall be deemed to have

been entered into by all parties within the State of California, and all questions regarding the validity and interpretation of this Agreement

shall be governed by and construed and enforced in all respects in accordance with the laws of the State of California as applied to contracts

made and to be performed entirely within the State of California, without regard to choice of law provisions.

ARTICLE 10

Arbitration of Disputes

If a dispute arises out of or relates

to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in

good faith to settle the dispute by mediation administered by the American Arbitration Association under its Employment Mediation Rules

before resorting to arbitration, litigation, or some other dispute resolution procedure.

ARTICLE 11

Acknowledgment

Employee acknowledges that he has had

the benefit of independent professional counsel with respect to this Agreement and that Employee is not relying upon the Company, the

Company’s attorneys, or any person on behalf of or retained by the Company for any advice or counsel with respect to this Agreement.

IN WITNESS, the parties have

executed this Agreement in duplicate on the date and year first above written.

Employee,

/s/ Tong Wu

Name:

Tong Wu

Armlogi Holding Corp.,

Name:

Aidy Chou / Chief Executive Officer

Appendix A

Duties of Interim Chief Financial

Officer

Responsible for monthly financial reporting,

cash flow projections, and ensuring regulatory filings are completed accurately and on time, together with such other duties customarily

associated with the role of Chief Financial Officer as may be assigned by the Board of Directors from time to time.

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