Business Context and Reporting Period
Armlogi Holding Corp. (Nasdaq: BTOC), a Nevada corporation, filed this Form 8-K on April 17, 2026. The filing addresses a regulatory notice regarding the continued listing of its common stock on The Nasdaq Global Market.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only financial metric disclosed is the Market Value of Publicly Held Shares (MVPHS), which fell below the required threshold of $5,000,000 for 30 consecutive business days.
Material Changes
The material change reported is the receipt of a non-compliance notice from Nasdaq under Listing Rule 5450(b)(1)(C) due to insufficient MVPHS. The stock continues to trade on the Nasdaq Global Market under the symbol "BTOC" pending the resolution of this deficiency.
Outlook, Risks, and Management Commentary
- Compliance Period: The Company has 180 calendar days (until October 14, 2026) to regain compliance.
- Remediation Requirement: To maintain listing, the MVPHS must close at $5,000,000 or more for a minimum of ten consecutive business days within the compliance period.
- Delisting Risk: Failure to regain compliance by the deadline will result in a delisting notification. The Company may appeal to a Hearings Panel or apply to transfer to The Nasdaq Capital Market.
- Transfer Option: Transferring to The Nasdaq Capital Market requires a $5,000 application fee and meeting that market's continued listing requirements.
- Management Stance: Management intends to actively monitor MVPHS and consider available options, including a potential transfer, though success is not assured.
Investor Verification Checklist
- Verify the current Market Value of Publicly Held Shares (MVPHS) to assess the gap to the $5,000,000 threshold.
- Monitor the stock price and trading volume over the next 180 days to determine if the 10-day consecutive closing requirement can be met.
- Review future filings for any announcement regarding an appeal to a Hearings Panel or an application to transfer to The Nasdaq Capital Market.
- Check for any subsequent 8-K filings indicating a change in listing status or delisting determination.