Keemo Fashion (NASDAQ: KMFG) clarifies controlling buyer after 62% stake sale

Rhea-AI Filing Summary

Keemo Fashion Group Limited filed an amended current report to correct the identity of the buyer in a previously reported change in control. The filing clarifies that Guang Wen Global Group Limited, a British Virgin Islands company, purchased 34,200,000 shares of common stock at $0.005 per share from Liu Lu under a Stock Purchase Agreement dated January 2, 2025. The deal closed on April 25, 2025, giving the purchaser about 62% of the Company’s voting rights on a fully diluted basis and making it the controlling shareholder. The amendment states that no other disclosures from the original report are changed.

Insights

Corporate governance and control analyst

Filing clarifies a completed change in control, with no new terms.

The company states that Guang Wen Global Group Limited acquired 34,200,000 common shares at $0.005 per share from Liu Lu under a Stock Purchase Agreement dated January 2, 2025. This gave the purchaser roughly 62% of voting rights on a fully diluted basis after the transaction closed on April 25, 2025, establishing it as controlling shareholder.

The amendment’s stated purpose is narrow: to correct the previously misidentified buyer name, from an individual to Guang Wen Global Group Limited. Economic terms, closing date, and control percentage are unchanged in this description, so the core change‑in‑control information remains the same while improving accuracy on who holds control.

For governance assessment, the key factual takeaway is that control now rests with a British Virgin Islands entity rather than the prior individual seller. Future company communications and filings may provide more detail on the new controlling owner’s strategic priorities or any subsequent board or management changes.

8-K Event Classification

Item 5.01 — Changes in Control of Registrant

1 item

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No.1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2025

KEEMO FASHION GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada		333-267967		32-0686375
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China

(Address of principal executive offices)(Zip Code)

(+86) 176-1282-2030

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 Instruction 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))

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K originally filed on April 25, 2025 (the “Original Report”) is being filed solely to correct the identity of the purchaser disclosed under Item 5.01 — Changes in Control of Registrant.

In the Original Report, the purchaser of 34,200,000 shares of Common Stock of Keemo Fashion Group Limited was incorrectly identified as Huang Jia. The correct purchaser is Guang Wen Global Group Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at Intershore Chambers, Road Town, Tortola, British Virgin Islands.

Except as described above, this Amendment does not modify or update any other disclosures in the Original Report.

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Item 5.01 Changes in Control of Registrant.

On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu (the “Seller”) and Guang Wen Global Group Limited (the “Purchaser”), wherein the Purchaser purchased 34,200,000 shares of Common Stock, par value $0.001 per share (the “Shares”), of Keemo Fashion Group Limited, a Nevada corporation (the “Company”).

As a result, the Purchaser became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on April 25, 2025 (the “Closing Date”). The consideration paid for each share was $0.005. The source of the cash consideration for the Shares was personal funds of the controlling person of the Purchaser.

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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.

Date: October 10, 2025
KEEMO FASHION GROUP LIMITED
By:	/s/ Liu Lu
	Liu Lu
	Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

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FAQ

What does Keemo Fashion Group Limited (KMFG) report in this 8-K/A?

The company reports an amendment to a prior current report to correct the identity of the purchaser in a change in control transaction. It clarifies that Guang Wen Global Group Limited is the buyer of a controlling block of Keemo Fashion Group Limited common shares.

Who is the new controlling shareholder of Keemo Fashion Group Limited (KMFG)?

The filing states that Guang Wen Global Group Limited, a company incorporated in the British Virgin Islands, became the controlling shareholder by acquiring 34,200,000 common shares, representing about 62% of the voting rights on a fully diluted basis.

How many KMFG shares were purchased and at what price?

According to the report, Guang Wen Global Group Limited purchased 34,200,000 shares of Keemo Fashion Group Limited common stock at a price of $0.005 per share under the Stock Purchase Agreement.

When did the Keemo Fashion Group Limited change in control transaction close?

The filing indicates that the transaction closed on April 25, 2025, which is referred to as the Closing Date, following a Stock Purchase Agreement dated January 2, 2025.

Who sold the controlling stake in Keemo Fashion Group Limited (KMFG)?

The report identifies Liu Lu as the seller under the Stock Purchase Agreement with Guang Wen Global Group Limited. Liu Lu sold 34,200,000 shares of Keemo Fashion Group Limited common stock to the purchaser.

How was the Keemo Fashion Group Limited share purchase funded?

The filing states that the cash consideration for the shares was funded from the personal funds of the controlling person of Guang Wen Global Group Limited, the purchaser.

Does this 8-K/A change any terms of the original KMFG transaction?

The amendment explains that it is filed solely to correct the identity of the purchaser named in the original report. It states that no other disclosures in the original report are modified or updated.