UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 218, ~~2024~~2025

Addentax Group Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-41478

35-2521028

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices)

Registrant’s telephone number, including area code +(86) 755 86961 405

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ATXG		Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~November~~January 218, ~~2024~~2025, Addentax Group Corp. (the “~~Addentax~~Company”) ~~issued~~entered ainto ~~press~~that ~~release~~certain ~~announcing~~securities purchase agreement (the ~~signing~~“Agreement”) to ofpurchase a3,750,000 ~~memorandum~~shares of ~~understanding~~common stock, $0.001 par value per share (the “~~MOU~~Common Stock”), ~~with~~of ~~Shenzhen~~Well ~~Yingbin~~Information ~~Brand Development Co., Ltd.~~Technology Corporation (“~~Yingbin~~Well ~~Brand~~InfoTech”), a ~~brand~~company ~~management~~incorporated ~~group~~in ~~headquartered~~the inState ~~Guangdong~~of Nevada, ~~China.~~for ~~This~~a ~~MOU~~total ~~establishes~~cash ~~the~~consideration ~~foundation~~of ~~for~~USD a$750,000 ~~nationwide~~(the ~~strategic~~“Shares”). ~~collaboration~~The ~~between~~Shares ~~the~~would ~~two~~constitute ~~companies~~approximately to2.5% ~~enhance~~of ~~brand~~the ~~supply~~number ~~chain,~~of ~~product~~shares ~~supply~~of ~~chain,~~Common ~~and~~Stock ~~marketing~~of ~~supply~~Well InfoTech immediately ~~chain~~prior ~~services~~to inthe ~~China~~issuance of such Shares.

~~Under~~Pursuant to the Agreement, the Company has been granted an option to purchase on the same terms and conditions as the purchase of the ~~MOU~~Shares an additional 3,750,000 ~~Addentax~~shares ~~and~~of ~~Yingbin~~Well ~~Brand~~InfoTech’s ~~will~~Common ~~explore~~Stock ~~mutually~~for ~~beneficial~~a ~~cooperation~~total ~~opportunities~~cash ~~aimed~~consideration atof ~~creating~~USD an$750,000 ~~encompassing~~within five years of ~~supply~~the ~~chain~~purchase ~~service~~of ~~model~~the Shares by the Company. ~~The~~In ~~collaboration~~addition, ~~seeks~~pursuant to ~~leverage~~the ~~Addentax’s~~terms ~~established~~of ~~logistics~~the ~~network~~Agreement, the Company was also given the right to nominate and ~~Yingbin~~elect ~~Brand’s~~one member of the board of directors of Well InfoTech, reasonably acceptable to Well InfoTech, for so long as the ~~expertise~~Company inowns ~~brand~~any ~~development~~Common Stock of Well InfoTech. The Agreement includes customary representations and ~~supply~~warranties ~~chain~~and ~~management~~various customary covenants and closing conditions that are subject to certain limitations.

AWell ~~copy~~InfoTech is headquartered in Hangzhou, People’s Republic of ~~the~~China. ~~press~~It ~~release~~specializes isin ~~included~~providing ascomprehensive ~~Exhibit~~marketing 99solutions tailored to the fresh food industry.1 These solutions leverage both digital tools and traditional marketing techniques to ~~this~~enhance ~~report~~the visibility and ~~incorporated~~profitability byof ~~reference~~fresh ~~herein~~food store owners, primarily targeting large cities in China such as Hangzhou, Beijing, and Heilongjiang.

AOn ~~copy~~January of12, 2025, the ~~MOU~~Company ~~dated~~was ~~November~~issued 203, ~~2024~~750,000 isshares ~~included~~of asCommon ~~Exhibit~~Stock ~~99.2~~pursuant to ~~this~~the ~~report and incorporated by reference herein~~Agreement.

~~Item~~The ~~9.01.~~transaction ~~Exhibits~~was approved by the Board of Directors of the Company on January 3, 2025.

The ~~exhibits~~Shares ~~filed~~issued orunder ~~furnished~~the ~~with~~Agreement ~~this~~were ~~report~~issued ~~are~~in ~~listed~~reliance inupon exemptions from registration under Section 4(a)(2) of the ~~following~~Securities ~~Exhibit~~Act of ~~Index:~~1933, as amended, and Rule 506 promulgated under Regulation D of the Securities Act.

Exhibit No.		Description
99.1		Press Release dated November 21, 2024
99.2		Memorandum of Understanding dated November 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed (without exhibits and schedules) as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

2Item 8.01. Other Events.

~~SIGNATURES~~On January 13, 2025, the Company issued a press release (the “Press Release”) announcing the entry into the Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

~~Pursuant~~Item to9.01. ~~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~~Exhibits.

	Addentax Group Corp.
Date: November 21, 2024	By:	/s/ Hong Zhida
		Hong Zhida
		Chief Executive Officer

The exhibits filed or furnished with this report are listed in the following Exhibit Index:

Exhibit No.		Description
10.1		Securities Purchase Agreement, by and between the Company and Well Information Technology Corporation, dated January 8, 2025
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Addentax Group Corp.

Date: January 13, 2025	By:	/s/ Hong Zhida
		Hong Zhida
		Chief Executive Officer

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