Current Report · Items 5.01 · 8-K
KEEMO FASHION GROUP LTD
KMFGOTCEQUITYCurrent
Changes in Control of Registrant
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.…
Disclosure sections
Item 5.01Item 5.01 - Changes in Control
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.