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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): February 6, 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
8.01 Other Events.
On
February 6, 2026, Addentax Group Corp. (the “Company”) issued a press release announcing a proposed strategic acquisition
of the offshore wealth management and integrated cross-border service business of Riches Group. The Company believes that, if completed,
this acquisition would enhance the Company’s global expansion strategy by integrating Riches Group’s offshore business ecosystem,
AI-enabled financial solutions, and digital currency/crypto service capabilities. A copy of the press release is included as Exhibit
99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 99.1 |
|
Press Release issued February 6, 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:
February 6, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Addentax
Group Corp. Announces Proposed Acquisition of Artificial Intelligence (AI)-empowered and Crypto-enabled Asset Management Platform, with
Potential to Generate Approximately HKD 300 Million in Revenue
SHENZHEN,
February 6, 2026 — Addentax Group Corp. (Nasdaq: ATXG) (the “Company”, “ATXG”, “we”, “us”
or “our”) today announced the proposed strategic acquisition of the offshore wealth management and integrated cross-border
service business of Hong Kong-based Riches Group, a provider of global asset allocation and cross-border services. The Company believes
that, if completed, the proposed acquisition would support the Company’s global expansion strategy by facilitating the integration
of Riches Group’s offshore business ecosystem, AI-enabled financial solutions, and digital currency/crypto service offerings. Based
on preliminary internal estimates and subject to final closing and integration, the Company anticipates that the proposed acquisition
could contribute approximately HKD 300 million in annualized revenue.
Riches
Group, headquartered in Hong Kong, has built a diversified service ecosystem, which includes global wealth management, international
education, immigration consulting, and cross-border healthcare services. Riches Group has historically served high-net-worth clients
across multiple jurisdictions. Subject to the completion of the proposed acquisition, the Company would gain access to Riches Group’s
core business assets, including its full suite of wealth management services, which range from private banking and fund custody to global
fixed-income products and offshore/US dollar insurance. Based on information provided by Riches Group, these services have historically
generated monthly transaction volumes exceeding HK$100 million. The proposed acquisition would also include Riches Group’s cross-border
lifestyle services, such as global property investment and management, international education planning, investment residency and citizenship,
and medical travel services. Additionally, the acquisition is expected to cover Riches Group’s corporate and fiduciary services,
including offshore company registration, tax planning, and global trust establishment services, which have historically supported over
1,000 high-net-worth families and more than 10,000 households worldwide.
The
proposed acquisition is expected to provide the Company with access to Riches Group’s AI-enabled wealth advisory capabilities.
Riches Group has developed proprietary algorithms designed to support data-driven, personalized asset allocation strategies, real-time
risk assessments, and market insights. The Company believes that, if integrated following completion of the acquisition, these capabilities
will enhance the precision and efficiency of the Company’s global wealth management services. In addition, subject to completion
of the acquisition, the Company would obtain access to Riches Group’s experience in regulated digital asset-related services, including
compliant digital currency custody and investment solutions operating within Hong Kong’s regulatory framework. The Company believes
that these capabilities could support the offering of regulated digital asset exposure as part of diversified offshore investment portfolios,
consistent with applicable regulatory requirements and evolving market demand.
This
proposed acquisition is designed to support the Company’s expansion in the global fintech sector. Subject to completion of the
acquisition, the Company intends to expand its offshore business footprint, gaining access to Riches Group’s established network
and leveraging its local expertise to enhance its presence in high-growth markets such as Southeast Asia, Europe, and North America.
The Company also believes that, if completed, the acquisition could strengthen the Company’s client network through the integration
of Riches Group’s high-net-worth client base and its strategic partnerships with over 100 international institutions. This expanded
platform is expected to support the Company’s ability to serve the global high-end financial needs of its clients. Moreover, following
completion of the acquisition, the Company anticipates benefiting from the integration of Riches Group’s professional team of over
4,000 advisors, along with its AI and digital currency R&D capabilities. The Company believes that these resources could support
continued technological development and product innovation within the Company’s cross-border financial services.
Looking
ahead, subject to the completion of the proposed acquisition, the Company expects to be able to leverage its Nasdaq-listed platform,
access to global capital markets, and brand profile together with Riches Group’s offshore operational capabilities to support the
development of an integrated cross-border financial services platform. The Company believes that this combination could enhance its ability
to serve clients across multiple jurisdictions within the global financial technology sector.
“We
are excited about the opportunity to integrate Riches Group’s expertise and innovative capabilities into the Company’s global
growth strategy,” said Hong Zhida, CEO of the Company. “If completed, this proposed acquisition is expected to allow us to
accelerate our expansion in the offshore financial market, leverage AI and digital currency, and create greater value for our stockholders,
clients, and partners.”
About
Addentax Group Corp.
Addentax
Group Corp. is an integrated service provider specializing in garment manufacturing, logistics services, and property management and
subleasing. For more information about the Company, please visit the website: https://www.addentax.com/.
Caution
Concerning Forward Looking Statements
All
statements other than statements of historical fact in this announcement are forward-looking statements in nature within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations and projections about future events and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy and financial needs. Words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “potential,” “continue,” “is/are likely to” or other similar expressions are
intended to identify such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company
believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to consider risk factors, including those described in the Company’s filings with the SEC, that may affect
the Company’s future results. All forward-looking statements attributable to the Company and its subsidiaries or persons acting
on their behalf are expressly qualified in their entirety by these risk factors. 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. These forward-looking statements are based on information currently
available to the Company and its current plans or expectations and are subject to a number of known and unknown uncertainties, risks
and other important factors that may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements. These and other important factors are described
in detail in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended March 31, 2025.
Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. 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 might not occur.
Company
Contact:
Public
Relations Contact:
Addentax
Group Corp.
Phone:
+ (86) 755 86961 405
yoongxin.chan@zgyingxi.com
Investor
Relations Contact:
Sherry
Zheng
WAVECREST
GROUP INC.
1-718-213-7386
sherry@wavecrestipo.com
