Armlogi Holding Corp. Announces Letter of Intent to Acquire Leopard Transnational Inc.

Rhea-AI Summary

Armlogi Holding Corp. (Nasdaq: BTOC) has signed a non-binding Letter of Intent to acquire Leopard Transnational Inc., a California-based logistics provider with 20+ years of cross-border e-commerce fulfillment experience. The acquisition would add 360,000 square feet of U.S. storage space to Armlogi's warehouse network.

The deal structure includes Armlogi common stock and potential performance-based earn-out payments. Post-acquisition, Leopard would become a wholly-owned subsidiary of Armlogi. The acquisition aims to strengthen Armlogi's position in:

• Cross-border e-commerce fulfillment for international sellers
• Specialized handling for apparel, electronics, and health products
• High-volume fulfillment for Amazon, Walmart, eBay, Temu, and TikTok Shop
• Technology-driven warehousing with API integrations

The parties expect to finalize the definitive agreement within 60-90 days, subject to due diligence and necessary approvals.

Positive

• Adds 360,000 sq ft of U.S. storage space
• Expands e-commerce fulfillment capabilities for major platforms
• Acquires 20+ years of cross-border logistics expertise
• Gains advanced API integrations and real-time inventory technology

Negative

• Potential shareholder dilution from stock-based acquisition
• Exposure to China trade policy risks
• Integration risks with existing operations
• Non-binding LOI with 60-90 day closing uncertainty

Insights

Financial Analyst

Armlogi's non-binding Letter of Intent to acquire Leopard Transnational represents a strategic move to expand its warehousing capacity and diversify its e-commerce fulfillment capabilities. The addition of Leopard's 360,000 square feet of storage space would significantly increase Armlogi's operational footprint, potentially creating economies of scale.

The transaction structure—consisting of Armlogi common stock plus performance-based earn-out payments—suggests a balanced approach that aligns incentives while potentially minimizing immediate cash outlay. However, this structure also indicates potential dilution for existing shareholders, though the magnitude remains unclear without disclosure of the valuation or specific equity consideration.

Particularly noteworthy is Armlogi's targeted expansion into specialized high-margin segments: cross-border fulfillment, diverse product category handling, and integration with major e-commerce platforms including emerging players like Temu and TikTok Shop. This diversification could strengthen Armlogi's competitive positioning in the rapidly evolving e-commerce logistics landscape.

Management's acknowledgment of potential challenges related to international trade policies demonstrates awareness of geopolitical risks that could impact the cross-border logistics business. This transparency is commendable, though it also highlights a key vulnerability in the growth strategy.

Investors should approach this news with measured optimism, recognizing that as a non-binding LOI, significant hurdles remain before completion, including due diligence, definitive agreement negotiation, and necessary approvals. The absence of financial details regarding Leopard's revenue, profitability, or specific valuation metrics makes it difficult to fully assess the potential impact on Armlogi's financial performance.

Supply Chain Expert

This potential acquisition represents a significant operational expansion for Armlogi in the competitive e-commerce fulfillment sector. By incorporating Leopard's facilities and expertise, Armlogi would be gaining specialized capabilities in several high-value logistics segments that complement its existing operations.

Leopard's comprehensive service suite—encompassing customs clearance, truck drayage, inventory management, and last-mile delivery—would create a more vertically integrated operation for Armlogi. This expanded capability stack could enable Armlogi to capture more of the value chain in e-commerce logistics while providing clients with more comprehensive solutions.

The cross-border fulfillment capabilities are particularly strategic, as this segment requires specialized knowledge of customs procedures, international shipping requirements, and compliance standards. Leopard's established expertise serving Amazon sellers and other e-commerce platforms represents valuable institutional knowledge that would be difficult to build organically.

The retention of key Leopard personnel is a critical element for successful integration. The logistics business is relationship-driven, and maintaining operational continuity would help preserve customer relationships during the transition period.

From a network optimization perspective, the expanded warehouse footprint would likely improve Armlogi's geographical coverage and potentially reduce transportation costs and delivery times. However, the real operational challenge lies in the integration of technology systems, standardizing processes across facilities, and maintaining service quality during the transition.

Without specifics on Leopard's operational metrics or technology compatibility, it's difficult to assess potential integration challenges or timeline. The 60-90 day period for definitive agreement suggests appropriate due diligence, but the real test will be in post-acquisition execution if the deal proceeds.

Strategic Acquisition Aims to Expand Warehousing Footprint and Enhance E-Commerce Fulfillment Capabilities

WALNUT, CA, March 06, 2025 (GLOBE NEWSWIRE) -- 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 non-binding Letter of Intent to acquire Leopard Transnational Inc. (“Leopard”), a California-based comprehensive logistics provider with over 20 years of experience in cross-border e-commerce fulfillment.

The proposed acquisition is expected to enhance Armlogi's warehouse network by incorporating Leopard's 360,000 square feet of storage area in the United States. Headquartered in Los Angeles, Leopard provides a comprehensive suite of logistics services, including air and sea customs clearance, truck drayage, overseas warehousing, inventory management, and last-mile delivery solutions, with particular expertise serving Amazon sellers and other e-commerce platforms.

Under the terms of the Letter of Intent, Armlogi will acquire 100% of Leopard’s issued and outstanding capital stock. The proposed consideration includes Armlogi common stock, and potential earn-out payments based on achievement of performance targets. Following the completion of the transaction, Leopard would operate as a wholly-owned subsidiary of Armlogi.

The acquisition is intended to strengthen Armlogi's competitive position in several high-growth logistics segments, including:

• Cross-border e-commerce fulfillment for international sellers entering the U.S. market
• Specialized handling for diverse product categories including apparel, electronics, and health products
• High-volume fulfillment for major marketplaces including Amazon, Walmart, eBay, and emerging platforms like Temu and TikTok Shop
• Technology-driven warehousing with advanced API integrations and real-time inventory visibility

“This proposed acquisition aligns with our growth strategy and is expected to strengthen our position in the rapidly expanding e-commerce fulfillment sector," said Aidy Chou, Chairman and CEO of Armlogi. “Leopard’soperational metrics, proprietary technology system, and expertise serving e-commerce platforms is anticipated to create immediate value for our clients while expanding our service capabilities.”

“We recognize that cross-border e-commerce logistics is subject to various external factors, including changes in international trade policies. We remain vigilant in monitoring developments affecting trade relations with China and are prepared to adapt our growth strategy accordingly in this evolving landscape.”

Armlogi and Leopard management teams are expected to work together to ensure a smooth transition and integration process. Armlogi intends to retain key personnel from Leopard to maintain operational continuity and preserve customer relationships.

The transaction remains subject to satisfactory completion of due diligence, negotiation and execution of a definitive agreement, and receipt of all necessary approvals. The parties anticipate finalizing the definitive agreement within 60-90 days.

About Armlogi Holding Corp.

Armlogi Holding Corp., based in Walnut, CA, is a 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 and a half 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.

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Forward-Looking Statements
This 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,” “intends,” “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, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com

FAQ

What are the key benefits of Armlogi's (BTOC) acquisition of Leopard Transnational?

The acquisition adds 360,000 sq ft of storage space, enhances cross-border e-commerce capabilities, and expands fulfillment services for major platforms like Amazon, Walmart, and TikTok Shop.

How will BTOC pay for the Leopard Transnational acquisition?

The acquisition will be paid through a combination of Armlogi common stock and potential earn-out payments based on performance targets.

When is the BTOC-Leopard Transnational acquisition expected to close?

The definitive agreement is expected to be finalized within 60-90 days, subject to due diligence and necessary approvals.

What risks does BTOC face in the Leopard acquisition regarding China trade relations?

The company acknowledges risks from changing international trade policies with China and states it will monitor and adapt its strategy accordingly.

What operational changes will occur after BTOC acquires Leopard Transnational?

Leopard will operate as a wholly-owned subsidiary of Armlogi, with key personnel retained to maintain operational continuity and customer relationships.