UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
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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) | ||
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