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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): November 12, 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)) |
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.
KEEMO
FASHION GROUP LIMITED is referred to herein as “we”, “our”, or “us”.
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Resignation of Previous Independent Registered Public Accounting Firm.
On
November 12, 2025, the Board of Directors of Keemo Fashion Group Limited (the “Company”) approved the resignation
of JP Centurion & Partners PLT (“Former Auditor”) as the Company’s independent registered public accounting
firm, effective immediately.
The
Former Auditor performed annual auditing of the Company’s financial statements for the years ended July 31, 2025 and 2024. During
the fiscal years ended July 31, 2025 and 2024, there were:
| ● | No
disagreements with the Former Auditor on any matters of accounting principles, financial
statement disclosures, or auditing scope or procedures. |
| | | |
| ● | No
“reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. |
The
Company requested a letter from the Former Auditor stating whether they agree with the statements made in this Form 8-K, as required
by Item 304(a)(3) of Regulation S-K. The Company has received the letter, and a copy is filed as Exhibit 16.1 to this Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm.
On
November 12, 2025, the Board of Directors approved the engagement of HML PLT (“New Auditor”) as the Company’s
independent registered public accounting firm, effective immediately.
During
the Company’s two most recent fiscal years preceding the engagement of the New Auditor, neither the Company nor anyone acting on
its behalf has consulted with the New Auditor regarding:
| ● | The
application of accounting principles to a specified transaction; |
| ● | The
type of audit opinion that might be rendered; or |
| ● | Any
disagreements or reportable events under Item 304(a)(1)(iv) and (v) of Regulation S-K. |
Item
9.01 Financial Statements and Exhibits.
| Exhibit
16.1 |
|
Letter from JP Centurion & Partners PLT, dated November 12, 2025. |
| Exhibit
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:
November 14, 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) |
|
