ADDENTAX GROUP CORP. 8-K

What Happened

• Addentax Group Corp. (ATXG) filed an 8-K on Feb. 19, 2026 reporting it entered into a stock purchase agreement to acquire 34,200,000 common shares of Keemo Fashion Group Limited from Guang Wen Global Limited. The deal is expected to close by May 1, 2026. The aggregate purchase price is approximately $5.5 million and will be paid by transferring a portion of an existing bond held by Addentax.
• In connection with the purchase, the parties executed a bond transfer agreement to split and transfer about $5.5 million of a bond originally issued under a note subscription dated Aug. 24, 2023 (original principal US$17,500,000; 2.5% interest; one-year tenor, renewable). After the acquisition, Addentax will hold approximately 62.18% of the voting rights of Keemo Fashion on a fully diluted basis and will be the controlling shareholder.

Key Details

• Transaction type: Stock purchase agreement to buy 34,200,000 shares of Keemo Fashion.
• Consideration: ~US$5.5 million satisfied by partial transfer of an existing bond.
• Bond terms (original): Issued Aug. 24, 2023; original principal US$17.5M; 2.5% annual interest; one-year tenor (renewable).
• Closing target: By May 1, 2026; resulting ownership ~62.18% (controlling stake).

Why It Matters

• Ownership and control: Addentax will become the majority, controlling shareholder of Keemo Fashion, which can affect strategy, operations and consolidation decisions for financial reporting.
• Funding method: The purchase uses a partial transfer of an existing bond rather than new cash, which affects the company’s capital structure and liquidity differently than a cash acquisition.
• Business profile: Keemo Fashion is a Nevada company headquartered in Shenzhen with two main businesses — apparel/garment wholesale (no in-house manufacturing) and a digital publishing arm (GW Reader Sdn. Bhd. in Malaysia) operating a pay-per-chapter fiction platform — adding retail distribution and digital content exposure to Addentax’s holdings.

(Report filed on Form 8-K; transaction documents included as exhibits to the filing.)