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2026-03-30
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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): March 30, 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.
KEEMO
FASHION GROUP LIMITED is referred to herein as “we”, “our”, or “us”.
Item
5.01 Changes in Control of Registrant.
Effective
on March 30, 2026, a change in control of Keemo Fashion Group Limited (the “Company”) occurred as a result of the consummation
of the transaction contemplated by that certain Stock Purchase Agreement dated February 17, 2026 (the “Agreement”), by and
among Guang Wen Global Group Limited (the “Seller”), Addentax Group Corp. (the “Buyer”), and the Company, which
was previously disclosed in the Company’s Current Report on Form 8-K and Current Report on Form 8-K/A filed on February 19, 2026
and March 16, 2026, respectively.
Pursuant
to the Agreement, the Seller transferred an aggregate of 34,200,000 shares of the Company’s common stock, par value $0.001 per
share (the “Shares”), to the Buyer. The aggregate purchase price for the acquisition was approximately $5.5 million, which
was satisfied through the transfer of a portion of an existing bond held by the Company. In connection with the consummation of the acquisition,
the Company transferred a portion of such bond at closing, in the principal amount of approximately $5.5 million, to the Seller (or its
designated counterparty) as consideration for the Shares. Following the completion of the transaction, the Buyer beneficially owns approximately
62.18% of the voting power of the Company’s issued and outstanding common stock on a fully diluted basis.
As
a result of the foregoing, Addentax Group Corp. has obtained control of the Company on March 30, 2026.
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 30, 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) |
|
