KEEMO Fashion Group Ltd 8-K/A

What Happened
KEEMO Fashion Group Ltd (KMFG) filed a Form 8-K on March 16, 2026 disclosing a Stock Purchase Agreement dated February 17, 2026 between Guang Wen Global Group Limited (Seller) and Addentax Group Corp. (Purchaser). Under the agreement, Addentax will acquire 34,200,000 common shares of the Company for an aggregate purchase price of approximately $5.5 million. The transaction is scheduled to close by May 1, 2026. Consideration will be satisfied by transferring a portion (approximately $5.5 million) of an existing bond issued under a note subscription dated August 24, 2023 (original principal US$17.5 million, 2.5% interest). Upon closing, Addentax is expected to hold roughly 62.18% of voting rights on a fully diluted basis and become the controlling shareholder.

Key Details

• 34,200,000 common shares to be sold to Addentax Group Corp.
• Aggregate purchase price: approximately $5.5 million.
• Consideration paid via partial transfer of an existing bond (≈ $5.5M of a US$17.5M bond issued Aug 24, 2023; 2.5% interest).
• Closing expected on or before May 1, 2026; post-close voting control ≈ 62.18%.

Why It Matters
This transaction, if completed, will produce a change in control of KEEMO: a new majority voting holder (Addentax) could influence the company’s strategy, board composition, and governance. The deal is structured through a bond transfer rather than a cash payment, which affects how the consideration is funded. The agreement has not yet closed, so investors should watch for further SEC filings and company disclosures confirming completion and any related governance or management changes. The 8-K also includes customary forward‑looking statement cautions.