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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.
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.
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) |
|
