SEC Comment Letter 0000000000-23-011306 to Armlogi Holding Corp. (BTOC) (CIK 0001972529) (BTOC)
Armlogi Holding Corp. (BTOC) (CIK 0001972529)
Date: Oct. 16, 2023 · CIK: 0001972529 · Accession: 0000000000-23-011306
AI Filing Summary & Sentiment
File numbers found in text: 333-274667
Letter
United States securities and exchange commission logo October 16, 2023 Aidy Chou Chief Executive Officer Armlogi Holding Corp. 20301 East Walnut Drive North Walnut, California, 91789 Re:Armlogi Holding Corp. Registration Statement on Form S-1 Filed September 25, 2023 File No. 333-274667 Dear Aidy Chou: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Dilution, page 30 1.Please revise to present dilution per share assuming the underwriter's over-allotment is exercised in full. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 2.You disclose changes in gross profit margin period over period. From fiscal year ended June 30, 2021 compared to June 30, 2022 you disclose your margin decreasing from 18.1% to 11.3% with the fixed costs of opening additional warehouses experiencing higher increases than revenue growth. For the nine-months ended March, 31, 2022 versus nine-months ended March 31, 2023, however, you disclose an increase in gross margin from 9.6 to 21.9% primarily due to "increased revenue resulting from strategic pricing changes, particularly with a shift towards emphasizing profits through FedEx’s surcharges rather than through the transportation charge alone." Please explain the difference
FirstName LastNameAidy Chou Comapany NameArmlogi Holding Corp. October 16, 2023 Page 2 FirstName LastName Aidy Chou Armlogi Holding Corp. October 16, 2023 Page 2 between transportation charges and surcharge pricing. Additionally, if changes in price have materially impacted revenues, please also disclose the extent to which such changes in revenue are attributable to changes in prices or to changes in volume. Executive and Director Compensation, page 69 3.Please provide your analysis if Tong Wu should be disclosed as one your two most highly compensated executive officers other than the PEO. See Item 402(m) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Qiaozi Guanglin
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United States securities and exchange commission logo
October 16, 2023
Aidy Chou
Chief Executive Officer
Armlogi Holding Corp.
20301 East Walnut Drive North
Walnut, California, 91789
Re:Armlogi Holding Corp.
Registration Statement on Form S-1
Filed September 25, 2023
File No. 333-274667
Dear Aidy Chou:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Dilution, page 30
1.Please revise to present dilution per share assuming the underwriter's over-allotment is
exercised in full.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
31
2.You disclose changes in gross profit margin period over period. From fiscal year ended
June 30, 2021 compared to June 30, 2022 you disclose your margin decreasing from
18.1% to 11.3% with the fixed costs of opening additional warehouses experiencing
higher increases than revenue growth. For the nine-months ended March, 31, 2022 versus
nine-months ended March 31, 2023, however, you disclose an increase in gross margin
from 9.6 to 21.9% primarily due to "increased revenue resulting from strategic pricing
changes, particularly with a shift towards emphasizing profits through FedEx’s surcharges
rather than through the transportation charge alone." Please explain the difference
FirstName LastNameAidy Chou
Comapany NameArmlogi Holding Corp.
October 16, 2023 Page 2
FirstName LastName
Aidy Chou
Armlogi Holding Corp.
October 16, 2023
Page 2
between transportation charges and surcharge pricing. Additionally, if changes in price
have materially impacted revenues, please also disclose the extent to which such changes
in revenue are attributable to changes in prices or to changes in volume.
Executive and Director Compensation, page 69
3.Please provide your analysis if Tong Wu should be disclosed as one your two most highly
compensated executive officers other than the PEO. See Item 402(m) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact
Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Qiaozi Guanglin