Was the Addentax (ATXG) share issuance registered with the SEC?

No, the 33,500 shares issued to Mr. Wu Rui were not registered. The company relied on the Regulation S exemption under the Securities Act, issuing the shares in an offshore transaction to a non-U.S. person.

Addentax Group (ATXG) gains 41.67% of Riches Family Office in stock deal

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Addentax Group Corp. completed a share exchange to acquire a 41.67% equity interest in Riches Family Office Limited through its Hong Kong subsidiary, Yingxi Industrial Chain Investment Co., Ltd. In return, the company issued 33,500 shares of its common stock, par value $0.001 per share, to Chief Operating Officer Mr. Wu Rui.

The shares were issued in an offshore transaction under Regulation S, as Mr. Wu Rui is not a U.S. person. The share exchange agreement dated May 15, 2026, is incorporated by reference as an exhibit, and the transaction is also reported as an unregistered sale of equity securities.

8-K Event Classification

3 items: 2.01, 3.02, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity interest acquired: 41.67% stake Shares issued: 33,500 shares Par value per share: $0.001 per share

3 metrics

Equity interest acquired 41.67% stake Equity interests in Riches Family Office Limited acquired by Yingxi

Shares issued 33,500 shares Common stock issued as consideration to Mr. Wu Rui

Par value per share $0.001 per share Par value of Addentax common stock issued in exchange

Key Terms

Share Exchange Agreement, Regulation S, Unregistered Sales of Equity Securities, emerging growth company, +1 more

5 terms

Regulation S regulatory

"The Shares were issued in reliance upon the exemption from registration provided by Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Completion of Acquisition or Disposition of Assets regulatory

"Item 2.01 Completion of Acquisition or Disposition of Assets"

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Understanding 8-K Material Events →

06/18/2026 - 04:10 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 15, 2026, Addentax Group Corp. (the “Company”), a Nevada corporation, completed the transaction contemplated by the Share Exchange Agreement dated May 15, 2026 (the “Share Exchange Agreement”), by and among the Company, Yingxi Industrial Chain Investment Co., Ltd (“Yingxi”), a wholly owned subsidiary of the Company incorporated under the laws of Hong Kong, Riches Family Office Limited, a company incorporated under the laws of Hong Kong (the “Target”), Riches FO Holdings Limited (“Riches FO”), a company incorporated under the laws of Hong Kong and the sole shareholder of the Target, and Mr. Wu Rui, our Chief Operating Officer and the sole shareholder of Riches FO. Pursuant to the Share Exchange Agreement, Yingxi acquired 41.67% of the equity interests of the Target from Riches FO in exchange for the issuance of 33,500 shares of common stock of the Company, par value $0.001 per share (the “Shares”) to Mr. Wu Rui.

The Shares were issued in reliance upon the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. Mr. Wu Rui is not a “U.S. person” (as defined in Regulation S), and the issuance of the Shares was made in an offshore transaction.

The foregoing description of the Share Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 21, 2026, which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.
10.1		Share Exchange Agreement dated May 15, 2026 by and among the Company, Yingxi Industrial Chain Investment Co., Ltd, Riches Family Office Limited, Riches FO Holdings Limited and Mr. Wu Rui (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2026)
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: June 18, 2026	By:	/s/ Hong Zhida
		Hong Zhida
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Addentax Group Corp. (ATXG) complete on June 15, 2026?

Addentax Group Corp. completed a share exchange transaction where its subsidiary Yingxi acquired 41.67% of Riches Family Office Limited. In return, the company issued 33,500 common shares to its Chief Operating Officer, Mr. Wu Rui.

How much of Riches Family Office Limited did Addentax (ATXG) acquire?

Through its subsidiary Yingxi, Addentax acquired 41.67% of the equity interests in Riches Family Office Limited. This minority stake gives Addentax a significant ownership position without full control of the Hong Kong-incorporated target company.

What consideration did Addentax (ATXG) provide for the 41.67% stake?

Addentax issued 33,500 shares of its common stock, par value $0.001 per share, to COO Mr. Wu Rui. These newly issued shares served as the consideration to acquire 41.67% of Riches Family Office Limited from Riches FO Holdings Limited.

Who is the recipient of the new Addentax (ATXG) shares in this deal?

The 33,500 newly issued Addentax common shares were issued to Mr. Wu Rui, the company’s Chief Operating Officer and sole shareholder of Riches FO Holdings Limited, which owned the 41.67% stake in Riches Family Office Limited.

Which SEC items did this Addentax (ATXG) 8-K address?

The report primarily addresses Item 2.01, Completion of Acquisition or Disposition of Assets, and Item 3.02, Unregistered Sales of Equity Securities. It also lists the share exchange agreement as Exhibit 10.1 and includes the cover page interactive data file.

Filing Exhibits & Attachments

3 documents