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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): May 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
May 15, 2026, Addentax Group Corp. (the “Company”), a Nevada corporation, completed the transaction contemplated by the Share
Exchange Agreement dated April 22, 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, Time Is
Loan Limited, a company incorporated under the laws of Hong Kong (the “Target”), and Ms. OR Shan Shan (the “Seller”).
Pursuant to the Share Exchange Agreement, Yingxi acquired 100% of the equity interests of the Target from the Seller in exchange for
the issuance of 137,790 shares of common stock of the Company, par value $0.001 per share (the “Shares”) to the Seller.
The
Shares were issued in reliance upon the exemption from registration provided by Regulation S promulgated under the Securities Act of
1933, as amended. The Seller 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 April 28, 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 April 22, 2026 by and among the Company, Yingxi Industrial Chain Investment Co., Ltd, Time Is Loan Limited and OR Shan Shan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 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: May 18, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong Zhida |
| |
|
Chief Executive Officer |
