{"url_path":"/sec/atxg/8-k/2026-05-18/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition of Assets**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1650101/0001493152-26-024117-index.html","accession_number":"0001493152-26-024117","cik":"0001650101","ticker":"ATXG","issuer_name":"ADDENTAX GROUP CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1650101/0001493152-26-024117-index.html","primary_entity_key":"0001650101","primary_entity_name":"ADDENTAX GROUP CORP."},"word_count":1218,"has_tables":true,"body_markdown":"**Item\n2.01 Completion of Acquisition of Assets**\n\n \n\nOn\nMarch 30, 2026, the Buyer, completed the acquisition of 34,200,000 Shares of Keemo Fashion, from the Seller, pursuant to the Agreement,\nwhich was previously disclosed in the Company’s Current Report on Form 8-K and Current Report on Form 8-K/A Amendment No. 1 filed\non February 19, 2026 and March 16, 2026, respectively.\n\n \n\nThe\naggregate purchase price for the acquisition was approximately $5.5 million, which was satisfied through the transfer of a portion of\nan existing bond held by the Company. In connection with the consummation of the acquisition, the Company transferred a portion of such\nbond at closing, in the principal amount of approximately $5.5 million, to the Seller (or its designated counterparty) as consideration\nfor the Shares.\n\n \n\nFollowing\nthe completion of the acquisition, the Company holds approximately 62.18% of the voting rights of the issued and outstanding shares of\nKeemo Fashion, on a fully diluted basis, and Keemo Fashion has become a controlled subsidiary of the Company.\n\n** **\n\n**Keemo\nFashion Overview**\n\n** **\n\nKeemo\nFashion Group Limited is a Nevada-incorporated company headquartered in Shenzhen, People’s Republic of China. The company\noperates two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men’s\nand women’s apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production\nfacilities; and (ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which\noperates a mobile-based online fiction platform utilizing a pay-per-chapter microtransaction model for global readers.\n\n \n\n**ORGANIZATION\nAND BUSINESS BACKGROUND**\n\n \n\nKeemo\nFashion Group Limited, a Nevada corporation, (herein referred as “Keemo Fashion”) was incorporated under the laws\nof the State of Nevada on April 22, 2022.\n\n \n\nKeemo\nFashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). Keemo Fashion\nprimarily operates in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based\nin China, sourcing directly from manufacturers in China. Keemo Fashion does not maintain and operate any production and manufacturing\nof apparel facility or machine and equipment.\n\n \n\nKeemo\nFashion’s executive office is located at 69,\nWanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.\n\n \n\n \n\n \n\n \n\nOn\nJuly 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of Keemo\nFashion’s common stock, par value $0.001 per share. Keemo Fashion filed a Certificate of Amendment and Restated Certificate\nof Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada\non August 2, 2024. The Forward Split became effective on August 8, 2024 and the common stock began trading on a split-adjusted basis\non August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from\n5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been\nretroactively adjusted to reflect the impact of the Forward Split.\n\n \n\n**Acquisition\nof GW Reader Holding Limited and its subsidiaries**\n\n \n\nOn\nMay 26, 2025, Keemo Fashion entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”)\nwith Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms\nof the Agreement, Keemo Fashion agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW\nReader Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller.\nThrough this acquisition, Keemo Fashion would also obtain ownership of all assets held by GW Reader Holding, including its two\nwholly-owned subsidiaries: Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in\nHong Kong, and GW Reader Sdn. Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.\n\n \n\nOn\nSeptember 2, 2025, Keemo Fashion completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct\nshareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.\n\n \n\nAs\nof the issuance date of this financial report, the details of Keemo Fashion’s subsidiaries are as follows. All subsidiaries\nof the Group are wholly-owned by Keemo Fashion.\n\n \n\n*KEEMO\nFASHION*\n\n* *\n\n**Name\nof Subsidiary**\n \n\n**Date\nof**\n\n**Incorporation**\n\n \n\n**Place\nof**\n\n**Incorporation**\n\n \n\n**%\nof**\n\n**Ownership**\n\n \n**Principal\nActivities**\n\nGW\nReader Holding Limited (“GW Reader Holding”)\n \nOctober\n12, 2023\n \nCayman\nIslands\n \n100%\n \nInvestment\nholding\n\nWilling\nRead Culture Technology Co., Limited (“Willing Read”)\n \nMay\n6, 2024\n \nHong\nKong\n \n100%\n \nInvestment\nholding\n\nGW\nReader Sdn. Bhd. (“GW Reader”)\n \nOctober\n30, 2020\n \nMalaysia\n \n100%\n \nDigital\npublishing\n\n \n\nDuring\nthe financial period, following the acquisition of new subsidiaries, Keemo Fashion also ventured into the digital publishing business.\nThis includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency\n(“Coins”) to redeem for specific content.\n\n \n\n**Business\nof GW Reader Sdn. Bhd.**\n\n \n\nGW\nReader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary\nmobile application and website, GW Reader develops, sources, and distributes original and translated content across popular genres\nsuch as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens\nto unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.\n\n \n\n \n\n \n\n \n\nAs\nof the reporting date, Keemo Fashion operates two primary business segments:\n\n \n\n \n1.\nApparel\nTrading Business – conducted through KEEMO Fashion Group Limited in China.\n\n \n2.\nDigital\nPublishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia.\n\n** **\n\n**Safe\nHarbor Statement**\n\n \n\nThis\nForm 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,\nand Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act\nof 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is\nexpected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,”\n“are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking\nstatements include, without limitation, the expected benefits of the acquisition of Keemo Fashion and the integration of its business\noperations. All statements other than statements of historical fact in this Form 8-K are forward-looking statements and involve certain\nrisks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking\nstatements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry\nin which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other\nrisks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation\nto update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except\nas may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,\nit cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated\nresults. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned\nnot to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements."}