false
0001650101
0001650101
2026-05-15
2026-05-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 15, 2026
Addentax
Group Corp.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41478 |
|
35-2521028 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Kingkey
100, Block A, Room
4805,
Luohu
District, Shenzhen City, China |
|
518000 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+(86)
755 86961 405
(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 Instructions 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
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
ATXG |
|
Nasdaq
Capital Market |
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
May 15, 2026, Addentax Group Corp., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Share
Exchange Agreement”) with Yingxi Industrial Chain Investment Co., Ltd (“Yingxi”), a wholly owned subsidiary of the
Company incorporated under the laws of Hong Kong, Riches Family Office Limited, a company incorporated under the laws of Hong Kong (the
“Target”), Riches FO Holdings Limited (“Riches FO”), a company incorporated under the laws of Hong Kong and the
sole shareholder of the Target, and Mr. Wu Rui, our Chief Operating Officer and the sole shareholder of Riches FO. Pursuant to the Share
Exchange Agreement, Yingxi will acquire 41.67% of the issued and outstanding equity interests of the Target from Riches FO in exchange
for the issuance by the Company of 33,500 shares of its common stock, par value $0.001 per share (the “Shares”) to Mr. Wu
Rui (the “Transaction”).
The
number of Shares to be issued in the Transaction was determined based on arm’s-length negotiations among the parties, taking into
account, among other things, a valuation report dated May 13, 2026 prepared by Valtech Valuation Advisory Limited, which assessed the
fair market value of Riches Elite Technology (Shenzhen) Co., Ltd., the Target’s wholly owned operating subsidiary and principal
operating asset. The Transaction constitutes a related-party transaction. The audit committee and the board of directors of the Company
approved the Transaction on May 15, 2026.
The
Share Exchange Agreement contains customary representations, warranties and covenants of the parties, as well as closing conditions.
The closing of the Transaction is subject to, among other things, the submission of a Listing of Additional Shares notification to Nasdaq
and the satisfaction or waiver (to the extent permitted by applicable law) of customary closing conditions.
The
foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to
the Share Exchange Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares will
be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), provided by Regulation S promulgated thereunder. Mr. Wu Rui is not a “U.S. person” (as defined in Regulation
S) and the issuance of the Shares will be made in an offshore transaction.
The
Shares will bear restrictive legends as required under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 10.1 |
|
Share Exchange Agreement dated May 15, 2026 by and among the Company, Yingxi Industrial Chain Investment Co., Ltd, Riches Family Office Limited, Riches FO Holdings Limited and Mr. Wu Rui |
| 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.
| |
Addentax
Group Corp. |
| |
|
|
| Date:
May 21, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
