ARMLOGI HOLDING CORP. ANNOUNCES UP TO $21 MILLION CONVERTIBLE PROMISSORY NOTES AND $50 MILLION STANDBY EQUITY PURCHASE AGREEMENT
November 25 2024 - 7:26PM
Armlogi Holding Corp. (“Armlogi” or the “Company”) (Nasdaq: BTOC),
a U.S.-based warehousing and logistics service provider that offers
a comprehensive package of supply-chain solutions related to
warehouse management and order fulfillment, today announced that it
has entered into a Standby Equity Purchase Agreement (the “SEPA”),
with YA II PN, Ltd. (“YA”), a fund managed by Yorkville Advisors
Global, LP. Pursuant to the terms of the SEPA, YA is committed to
purchase up to $50 million (the “Commitment Amount”) of the
Company’s common stock (the “Common Stock”) at any time during the
two-year period following the execution date of the SEPA, by
delivering written notice to YA (an “Advance Notice”). Pursuant to
the SEPA, YA will advance to the Company, subject to the
satisfaction of certain conditions as set forth therein, the
principal amount of $21 million (the “Pre-Paid Advance”), which
will be evidenced by convertible promissory notes (the “Promissory
Notes”, together with the “SEPA”, the “Offering”) in three
tranches. The Company has received an initial Pre-Paid Advance of
$5 million in connection with the execution of the SEPA.
If there is no balance outstanding under the
Promissory Notes, the Company will have the sole right in its
discretion to sell shares to YA from time to time by issuing
Advance Notices to YA following the effectiveness of a registration
statement with the U.S. Securities and Exchange Commission
registering the Common Stock issuable pursuant to the SEPA and the
satisfaction of other customary conditions. For so long as there is
a balance outstanding under the Promissory Notes, YA, at its sole
discretion, may deliver to the Company a notice (an “Investor
Notice”) to cause an Advance Notice to be deemed delivered to YA
and the issuance of shares of Common Stock to YA.
The Company intends to use the proceeds from the
offering of the Common Stock pursuant to the SEPA for working
capital and other general corporate purposes, and to repay any
pre-paid advances.
D. Boral Capital LLC acted as the exclusive
placement agent for the Offering.
About Armlogi Holding Corp.
Armlogi Holding Corp., based in Walnut, CA, is a
fast-growing U.S.-based warehousing and logistics service provider
that offers a comprehensive package of supply-chain solutions
relating to warehouse management and order fulfillment. The Company
caters to cross-border e-commerce merchants looking to establish
overseas warehouses in the U.S. market. With ten warehouses
covering over three million square feet, the Company offers
comprehensive one-stop warehousing and logistics services. The
Company’s warehouses are equipped with facilities and technology
for handling and storing large and bulky items. For more
information, please visit www.armlogi.com.
Safe Harbor StatementThis press release
contains forward-looking statements. In addition, from time to
time, we or our representatives may make forward-looking statements
orally or in writing. We base these forward-looking statements on
our expectations and projections about future events, which we
derive from the information currently available to us. Such
forward-looking statements relate to future events or our future
performance, including: our financial performance and projections;
our growth in revenue and earnings; and our business prospects and
opportunities. You can identify forward-looking statements by those
that are not historical in nature, particularly those that use
terminology such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,”
“predicts,” “potential,” or “hopes” or the negative of these or
similar terms. In evaluating these forward-looking statements, you
should consider various factors, including: our ability to change
the direction of the Company; our ability to keep pace with new
technology and changing market needs; and the competitive
environment of our business. These and other factors may cause our
actual results to differ materially from any forward-looking
statement. Forward-looking statements are only predictions. We are
not obligated to publicly update or revise any forward-looking
statement, whether as a result of uncertainties and assumptions.
The forward-looking events discussed in this press release and
other statements made from time to time by us or our
representatives, may not occur, and actual events and results may
differ materially and are subject to risks, uncertainties, and
assumptions about us.
Company Contact:info@armlogi.com
Investor Relations Contact:Matthew
Abenante, IRCPresidentStrategic Investor Relations, LLC Tel:
347-947-2093 Email: matthew@strategic-ir.com
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