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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 22, 2026
Addentax
Group Corp.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41478 |
|
35-2521028 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Kingkey
100, Block A, Room
4805,
Luohu
District, Shenzhen City, China |
|
518000 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+(86)
755 86961 405
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
ATXG |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Addentax Group Corp. (the
“Company”) with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Original Form 8-K”). This
Amendment is being filed solely to correct a typographical error in the Share Exchange Agreement previously filed as Exhibit 10.1 to
the Original Form 8-K. The Share Exchange Agreement inadvertently stated that Ms. Or Shan Shan held 14,670,000 shares of Time Is Loan
Limited. The correct number is 14,680,000 shares. A corrected copy of the Share Exchange Agreement is filed as Exhibit 10.1 to this Amendment
and supersedes and replaces in its entirety the version previously filed as Exhibit 10.1 to the Original Form 8-K. The corrected Share
Exchange Agreement filed herewith also supersedes and replaces the Share Exchange Agreement incorporated by reference as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed on May 18, 2026.
Except as expressly set forth herein, this Amendment does not
amend any other information previously filed in the Original Form 8-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 10.1 |
|
Share Exchange Agreement dated April 22, 2026 by and among the Company, Yingxi Industrial Chain Investment Co., Ltd, Time Is Loan Limited and OR Shan Shan |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Addentax
Group Corp. |
| |
|
|
| Date: August 12, 2026 |
By: |
/s/ Hong
Zhida |
| |
|
Hong Zhida |
| |
|
Chief Executive Officer |
