ADDENTAX GROUP CORP. SEC Filings

Addentax Group Corp. entered into a stock purchase agreement on February 17, 2026 to acquire 34,200,000 common shares of Keemo Fashion Group Limited for approximately $5.5 million. Closing is expected by May 1, 2026, when the seller will deliver the shares to Addentax or its designee.

The purchase price will be paid by splitting and transferring about $5.5 million of an existing $17,500,000 bond that bears 2.5% annual interest and has a one-year, renewable tenor. After completion, Addentax will hold roughly 62.18% of Keemo Fashion’s voting rights on a fully diluted basis, becoming its controlling shareholder.

Keemo Fashion, incorporated in Nevada and headquartered in Shenzhen, operates an apparel and garment trading business supplying men’s and women’s clothing mainly in China, and a digital publishing business in Malaysia that runs a mobile fiction platform using a pay-per-chapter microtransaction model.

Addentax Group Corp. reported modest revenue growth but a much larger loss for the nine months ended December 31, 2025. Revenue rose slightly to $2.62 million from $2.55 million, driven almost entirely by the logistics segment, while garment manufacturing shrank sharply.

Net loss widened to $4.69 million from $3.03 million, mainly due to a $4.14 million fair value loss on warrant-related derivative liabilities and higher operating expenses. Cash and restricted cash fell, and total assets dropped to $28.25 million from $49.17 million, reflecting disposal of a property management subsidiary and lease assets.

The company converted about $3.1 million of convertible notes into roughly 5.7 million shares, increasing shares outstanding to 11,715,348 by February 13, 2026. Subsequent events include shareholder authorization for a reverse stock split, proposed acquisitions in offshore wealth management and AI-enabled digital lending, and non-binding MOUs for a potential equity investment of up to $200 million at $1.50 per share, along with preliminary discussions on a Bitcoin-linked stablecoin initiative.

Addentax Group Corp. is in advanced talks with a strategic Bitcoin investor, described as a significant global holder of Bitcoin, to explore launching a sovereign‑aligned, regulatory‑compliant stablecoin initiative in Southeast Asia. The potential project fits within Addentax’s previously disclosed plan to pursue a strategic investment of up to 12,000 Bitcoins.

The contemplated stablecoin would be fully reserve‑backed, independently audited, and reference a diversified basket of fiat currencies and other assets, supporting cross‑border payments, selected DeFi applications, and institutional blockchain use cases. Addentax and the investor are engaging with central banks and financial regulators in two Southeast Asian jurisdictions, and may evaluate a phased implementation approach beginning in the second half of 2026. However, discussions are preliminary, no definitive agreements have been signed, and there is no assurance any transaction, regulatory authorization, or initiative will be completed.

Addentax Group Corp. reported that it is in late-stage negotiations for a proposed acquisition of a Hong Kong–based, AI-enabled digital lending platform operating under Hong Kong’s licensed money lending framework. According to the target’s information, it serves over 30,000 customers annually with historical loan approvals exceeding HK$2 billion.

If completed, the deal would extend Addentax’s presence in Asia-Pacific digital finance by adding regulated lending operations, algorithm-based credit assessment tools, and digital origination capabilities. The platform also explores digital asset–related risk management approaches aligned with Hong Kong’s regulatory environment, which Addentax aims to leverage to develop compliant financial technology and expand its footprint in Hong Kong and the broader region.

Addentax Group Corp. entered into separate non-binding memorandums of understanding with two institutional investors, backed by a Middle Eastern royal family, for a potential strategic equity investment totaling up to US$200 million at a proposed fixed price of US$1.50 per share.

The investors would acquire newly issued common stock to support Addentax’s growth in artificial intelligence and cryptocurrency financial services, including its Hong Kong presence. Both sides plan to work in good faith to negotiate and sign definitive agreements within six months.

Any transaction is contingent on definitive agreements, customary legal and financial due diligence, required corporate, regulatory and stock exchange approvals, and other closing conditions, and there is no assurance that the investment or related strategic collaboration will be completed.

Addentax Group Corp. filed an update explaining that it has officially designated 宏业财阜集团 as its Chinese-language company name, effective February 9, 2026. The legal English name remains “Addentax Group Corp.”.

The new Mandarin name will be used for business and corporate purposes in Chinese-language materials and will appear in future company filings and communications. The change is administrative only, and the company states that no action is required from stockholders or other stakeholders in connection with this designation.

Addentax Group Corp. has announced a proposed strategic acquisition of the offshore wealth management and integrated cross-border service business of Hong Kong-based Riches Group. Based on preliminary internal estimates, the company anticipates the deal could contribute approximately HKD 300 million in annualized revenue, subject to closing and successful integration.

If completed, Addentax would gain Riches Group’s diversified ecosystem, including global wealth management, international education, immigration and healthcare services, and cross-border lifestyle offerings such as global property investment and medical travel. Riches Group’s wealth services, which include private banking, fund custody, global fixed-income products and offshore/US dollar insurance, have historically generated monthly transaction volumes exceeding HK$100 million.

The proposed acquisition would also bring AI-enabled wealth advisory tools, regulated digital currency custody and investment solutions operating within Hong Kong’s regulatory framework, and a professional team of over 4,000 advisors. Addentax expects this platform, plus Riches Group’s high-net-worth client base, support for over 1,000 families and more than 10,000 households, and partnerships with over 100 international institutions, to help expand its global fintech and cross-border financial services footprint, particularly in Southeast Asia, Europe and North America.

Addentax Group Corp. held its annual meeting where stockholders approved key governance items. Investors elected five directors to serve until the 2026 annual meeting, with each nominee receiving roughly 2.68 million votes in favor and about 36–46 thousand votes withheld, plus 2.75 million broker non-votes.

Stockholders also authorized the board to implement a reverse stock split of the common stock at any ratio between one-for-two and one-for-two hundred fifty, with the exact ratio to be set later at the board’s discretion. This authorization gives the board broad flexibility to adjust the share count and trading price structure in the future.