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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 19, 2026 (February 17, 2026)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
on each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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
Current Report on Form 8-K/A amends the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 6, 2026
(the “Original Form 8-K”). Following the submission of the Form 8-K/A, the Company discovered that a typographical error
contained therein regarding the name of the seller. The Company is amending the Form 8-K/A for the sole purpose of correcting the typographical
error.
KEEMO
FASHION GROUP LIMITED is referred to herein as “we”, “our”, or “us”.
Item
8.01 Other Events.
On
February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen Global Group Limited (the “Seller”) and
Addentax Group Corp. (the “Purchaser”), wherein the Purchaser purchased 34,200,000 shares of Common Shares, par value $0.001
per share (the “Shares”), of Keemo Fashion Group Limited, a Nevada corporation (the “Company”). The acquisition
will close by May 1, 2026 upon which the Seller shall convey and deliver to the Buyer, and the Buyer shall purchase and accept from the
Seller, the Shares. The aggregate purchase price for the acquisition was approximately $5.5 million and the purchase consideration shall
be satisfied by utilizing a portion of an existing bond held by the Company. The bond issued pursuant to a note subscription arrangement
dated August 24, 2023, with an original principal amount of US$17,500,000, bearing interest at a rate of 2.5% per annum, with a one-year
tenor (renewable), and governed by the laws of the State of New York. In connection with the partial bond transfer, the Seller and the
Purchaser entered into a bond transfer agreement whereby the Purchaser shall split and transfer a portion, approximately US$5.5 million,
of an existing bond to the Seller (or its designated counterparty) as consideration for the acquisition. After the acquisition, the Purchaser
shall became an approximately 62.18% 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
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the of the stock transfer agreement
and bond transfer agreement thereof, which is attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Safe
Harbor Statement
This
Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is
expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,”
“are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking
statements include, without limitation, the consummation of the transaction discussed hereunder, and comments by the management about
the benefits of these transactions. All statements other than statements of historical fact in this Form 6-K are forward-looking statements
and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.
These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the
Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information
regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. 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 actual results may differ materially
from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained
herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these
cautionary statements.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 10.1 |
|
Stock Purchase Agreement dated February 17, 2026 |
| 10.2 |
|
Bond Transfer Agreement dated February 18, 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.
| Date:
March 16, 2026 |
|
| |
|
| 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) |
|
