Addentax Group (NASDAQ: ATXG) takes 62.18% stake in Keemo Fashion via $5.5M deal

Rhea-AI Filing Summary

Addentax Group Corp. completed the acquisition of 34,200,000 shares of common stock of Keemo Fashion Group Limited from Guang Wen Global Group Limited for an aggregate purchase price of approximately $5.5 million. The price was paid by transferring a portion of an existing bond held by Addentax, with a principal amount of about $5.5 million, to the seller or its designated counterparty.

After this transaction, Addentax holds approximately 62.18% of the voting rights of Keemo Fashion on a fully diluted basis, making Keemo Fashion a controlled subsidiary. The acquisition was completed on March 30, 2026 pursuant to a Stock Purchase Agreement dated February 17, 2026, and the report is incorporated by reference into Addentax’s Registration Statements on Form S-8.

Insights

Equity analyst – M&A and corporate structure

Addentax pays $5.5M in bonds to gain 62.18% control of Keemo Fashion.

Addentax Group Corp. acquired 34,200,000 Keemo Fashion shares for approximately $5.5 million, paying with a portion of an existing bond it already held. Using bond principal instead of cash suggests a non-cash consideration structure that leaves cash balances unaffected while changing the investment mix.

The deal gives Addentax about 62.18% of Keemo Fashion’s fully diluted voting rights, so Keemo becomes a controlled subsidiary and will be consolidated in future reporting. The Agreement was dated February 17, 2026, with closing on March 30, 2026; subsequent filings may detail Keemo Fashion’s standalone financials and the acquisition’s impact.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): March 30, 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 of Assets

On March 30, 2026, Addentax Group Corp. (the “Company”), through itself (the “Buyer”), completed the acquisition of 34,200,000 shares of common stock, par value $0.001 per share (the “Shares”), of Keemo Fashion Group Limited (“Keemo Fashion”), a Nevada corporation, from Guang Wen Global Group Limited (the “Seller”), pursuant to that certain Stock Purchase Agreement dated February 17, 2026 (the “Agreement”), which was previously disclosed in the Company’s Current Report on Form 8-K and Current Report on Form 8-K/A filed on February 19, 2026 and March 16, 2026, respectively.

The aggregate purchase price for the acquisition was approximately $5.5 million, which was satisfied through the transfer of a portion of an existing bond held by the Company. In connection with the consummation of the acquisition, the Company transferred a portion of such bond at closing, in the principal amount of approximately $5.5 million, to the Seller (or its designated counterparty) as consideration for the Shares.

Following the completion of the acquisition, the Company holds approximately 62.18% of the voting rights of the issued and outstanding shares of Keemo Fashion, on a fully diluted basis, and Keemo Fashion has become a controlled subsidiary of the Company.

This Report on Form 8-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-282599 and 333-289481).

Item 9.01 Financial Statements and Exhibits.

Exhibit No.
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: March 30, 2026	By:	/s/ Hong Zhida
		Hong Zhida
		Chief Executive Officer

FAQ

What acquisition did Addentax Group Corp. (ATXG) complete on March 30, 2026?

Addentax Group Corp. completed the acquisition of 34,200,000 shares of Keemo Fashion Group Limited common stock. The shares were purchased from Guang Wen Global Group Limited under a Stock Purchase Agreement dated February 17, 2026, giving Addentax a controlling stake in Keemo Fashion.

How much did Addentax Group Corp. (ATXG) pay for the Keemo Fashion shares?

Addentax agreed to an aggregate purchase price of approximately $5.5 million for the Keemo Fashion shares. The consideration was satisfied by transferring a portion of an existing bond held by Addentax, with principal of about $5.5 million, to the seller or its designated counterparty at closing.

What ownership stake in Keemo Fashion does Addentax Group Corp. (ATXG) now hold?

Following the transaction, Addentax holds approximately 62.18% of the voting rights of Keemo Fashion’s issued and outstanding shares on a fully diluted basis. This level of ownership makes Keemo Fashion a controlled subsidiary of Addentax for corporate and financial reporting purposes.

How did Addentax Group Corp. (ATXG) structure consideration for the Keemo Fashion acquisition?

Instead of paying cash, Addentax transferred a portion of an existing bond it held, with principal of about $5.5 million, to the seller. This bond transfer served as the consideration for acquiring 34,200,000 Keemo Fashion shares, effectively redeploying an existing financial asset.

Which SEC registration statements reference this Addentax Group Corp. (ATXG) acquisition?

The report describing the Keemo Fashion acquisition is incorporated by reference into Addentax’s Registration Statements on Form S-8, with File Numbers 333-282599 and 333-289481. Incorporation by reference allows those registration statements to include this new acquisition disclosure.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB