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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 11, 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 11, 2026, Addentax Group
Corp. (the “Company”) issued a press release announcing a proposed strategic acquisition of the Hong Kong–based AI-enabled
digital lending platform. The Company believes that, if completed, this acquisition would expand the Company’s presence
in the Asia-Pacific digital finance sector by integrating Hong Kong–based licensed digital lending platform, AI-driven credit technologies, and
digital asset-related initiatives. 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 11, 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 11, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Addentax
Group Corp. Announces Proposed Acquisition of Leading Asian AI-Enabled Hong Kong–based Licensed Digital Lending Platform, with Over HK$2 Billion Annual Loan Volume
SHENZHEN,
February 11, 2026 — Addentax Group Corp. (Nasdaq: ATXG) (“ATXG” or the “Company”) announced
today that it has entered into late-stage negotiations regarding a proposed acquisition of a Hong
Kong–based online credit services provider operating under a licensed money lending framework. The Company believes that, if
completed, the transaction would expand ATXG’s presence in the Asia-Pacific digital finance sector by integrating regulated
lending operations, AI-driven credit technologies, and digital asset–related innovation initiatives.
Founded
in 2016, the Hong Kong–based licensed digital lending platform operates under Hong Kong’s Money Lenders Ordinance (Cap.
163). According to information provided by the Hong Kong–based licensed digital lending platform, it serves over 30,000
customers annually, with historical loan approvals exceeding HK$2 billion. The Hong Kong–based licensed digital lending
platform’s operations include consumer and small-and-medium-sized enterprises financing solutions delivered through
technology-enabled channels. Subject to completion of the proposed acquisition, ATXG would gain access to Hong Kong–based licensed digital lending platform, local operational expertise, and digital origination capabilities.
The Hong Kong–based licensed digital lending platform
has developed a continuously operating loan application platform incorporating algorithm-based credit assessment tools designed to
support risk evaluation, automated processing, and service efficiency. The integration of these systems, if completed, could strengthen
ATXG’s broader financial technology capabilities, including data-driven risk modeling, customer segmentation, and scalable
digital service delivery.
Additionally,
the Hong Kong–based licensed digital lending platform has explored the potential role of digital assets within lending-related risk management. Based on information made available
to ATXG, these initiatives include internal risk control approaches developed with reference to Hong Kong’s evolving
regulatory environment. Subject to completion of the acquisition and applicable regulatory considerations, such capabilities may
support the development of compliant digital asset–related financial applications.
The
proposed acquisition aligns with ATXG’s objective of expanding its participation in technology-enabled financial services
markets. If completed, ATXG intends to leverage the Hong Kong–based licensed digital lending platform’s licensing
framework, infrastructure, and local market knowledge to enhance its operational footprint in Hong Kong and explore broader regional
opportunities.
About
Addentax Group Corp.
Addentax
Group Corp. is an integrated service provider specializing in garment manufacturing and logistics services. 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
