KEEMO Fashion Group Ltd 8-K/A

What Happened
KEEMO Fashion Group Ltd (KMFG) amended a prior Form 8-K to correct an item tag and filed an 8-K reporting a change in control. On February 17, 2026, Guang Wen Global Limited (Seller) and Addentax Group Corp. (Purchaser) entered a Stock Purchase Agreement under which Addentax agreed to buy 34,200,000 common shares of KMFG for an aggregate purchase price of approximately $5.5 million. The transaction is expected to close by May 1, 2026. The purchase consideration will be satisfied by transferring a portion (about $5.5 million) of an existing bond tied to a note subscription arrangement dated August 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 KMFG’s voting rights on a fully diluted basis and will be the controlling shareholder. The Stock Purchase Agreement and Bond Transfer Agreement (dated February 18, 2026) are filed as Exhibits.

Key Details

• Shares to be acquired: 34,200,000 common shares.
• Aggregate purchase price: approximately $5.5 million.
• Control stake: purchaser will hold ~62.18% of voting rights on a fully-diluted basis after closing.
• Consideration structure: partial transfer (~$5.5M) of an existing bond from a $17.5M bond facility (note subscription dated Aug 24, 2023; 2.5% interest; one-year tenor).
• Closing timeline: expected by May 1, 2026.

Why It Matters
This filing signals a potential change in KMFG’s corporate control and governance: Addentax is set to become the majority (controlling) shareholder if the deal closes as described. The purchase is financed via a transfer of an existing company-related bond instrument rather than a cash payment, which may have implications for the company’s capital structure and related-party arrangements. Investors should note the effective change only occurs upon closing (targeted by May 1, 2026) and review the attached agreements for full terms; the company’s filing includes standard forward-looking statement warnings.