Correspondence 0001213900-24-036725 from Armlogi Holding Corp. (BTOC) (CIK 0001972529) (BTOC)
Armlogi Holding Corp. (BTOC) (CIK 0001972529)
Date: April 26, 2024 · CIK: 0001972529 · Accession: 0001213900-24-036725
AI Filing Summary & Sentiment
File numbers found in text: 333-274667
Referenced dates: April 24, 2024
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CORRESP
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ARMLOGI HOLDING CORP.
April 26, 2024
Via EDGAR
Division of Corporation Finance
Office of Energy & Transportation
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Joanna Lam
Raj Rajan
Michael Purcell
Kevin Dougherty
Re:
Armlogi Holding Corp.
Amendment No. 8 to Registration Statement on Form S-1
Filed April 16, 2024
File No. 333-274667
Ladies and Gentlemen:
This letter is in response to the letter dated
April 24, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Armlogi Holding Corp. (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comment in this response and numbered them accordingly. An amended Registration Statement on Form S-1 (the
“Amended Registration Statement No. 9”) is being filed to accompany this letter.
Amendment No. 8 to Registration Statement on Form S-1
Use of Proceeds, page 27
1. We note your disclosure on page 81 that
you also agreed to pay the Representative a cash fee equal to seven and one-half percent (7.5%) of the gross proceeds received by you
from the sale of any equity, debt and/or equity derivative instruments to any investors actually introduced by the Representative. Tell
us and disclose here how these additional fees to the Representative impact your net proceeds from this offering. Accordingly, revise
your capitalization and dilution disclosures as appropriate.
In response to the Staff’s comments, we
have revised our disclosure on page 82 of the Amended Registration Statement No. 9 to clarify that we agreed to pay the Representative
a cash fee equal to 7.5% of gross proceeds received by us from the sale of any equity, debt, and/or equity derivative instruments to any
investors actually introduced by the Representative during the engagement period of this offering, in connection with any public or private
financing or capital raise other than this initial public offering (the “Tail Financing”). However, we respectfully
advise the Staff that the Tail Financing excludes the proposed initial public offering and, therefore, this adjustment may only affect
our proceeds from Tail Financing in the event that such Tail financing occurs in the future, but it will not impact the proceeds from
the proposed initial public offering. Neither will it impact our capitalization and dilution disclosures in the Amended Registration Statement
No. 9.
Industry, page 45
2. We note your disclosure in this section
describes your industry, with various industry statistics, metrics and tabulations of information through 2022. Please revise to update
your disclosure through at least 2023.
In response to the Staff’s comments, we
have revised our disclosure on pages 45 to 52 of the Amended Registration Statement No. 9 to update the industry statistics, metrics,
and tabulations of information through 2023.
We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.
Very truly yours,
/s/ Aidy Chou
Name:
Aidy Chou
Title:
Chief Executive Officer
cc:
Ying Li, Esq.
Hunter Taubman Fischer & Li LLC