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): ~~April~~ 9May 15, 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 3~~Item 8.01 ~~NOTICE~~Other ~~OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE; TRANSFER OF LISTING~~Events.

~~Nasdaq~~On May ~~Letter~~15, 2025, Addentax Group Corp. (the “Company”) issued a press release announcing that it has been engaged in discussions with several substantial and influential cryptocurrency holders, with respect to the potential acquisition of up to 8,000 Bitcoins and other cryptocurrencies, including Official Trump, with an aggregate estimated market value of approximately $800 million. In the event that an agreement is reached, the acquisition is expected to be made through the issuance of the Company’s shares of common stock. No definitive agreement has been reached.

~~Addentax Group Corp. received a letter dated April~~A 9,copy ~~2025 from the Listings Qualifications Department (the “Staff”)~~ of ~~The Nasdaq Stock Market LLC (“Nasdaq”) notifying~~ the ~~Company~~press ~~that~~release ~~the~~is ~~minimum~~included ~~bid~~as ~~price~~Exhibit ~~per share of its common stock was below $1~~99.001 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq letter does not result in the immediate delisting of the Company’s shares of common stock, and the shares will continue to ~~trade~~this ~~uninterrupted under the symbol “ATXG~~report.”

~~Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),~~Item ~~the Company has a compliance period of one hundred eighty (180) calendar days, or until October 6, 2025 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Rule~~9. ~~If at any time during the Compliance Period, the closing bid price per share of the Company’s common stock is at least $1~~01.00 ~~for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed~~Exhibits.

~~In the event the Company does not regain compliance~~The byexhibits ~~the~~filed ~~end~~or offurnished the Compliance Period, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with ~~the~~this ~~exception~~report ofare ~~the~~listed ~~bid~~in ~~price requirement, and will need to provide written notice of its intention to cure~~ the ~~deficiency~~following ~~during~~Exhibit the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten (10) business days prior to the end of the Compliance Period, or the end of the second compliance period if granted.Index:

This information is being provided solely to comply with Nasdaq Listing Rules requiring public announcement of the Company’s receipt of the Nasdaq letter.

Exhibit No.		Description
99.1		Press Release dated May 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2Caution Concerning Forward Looking Statements

~~SIGNATURES~~All statements other than statements of historical fact in this Current Report on Form 8-K (this “Form 8-K”) are forward-looking statements in nature within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions are intended to identify such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to consider risk factors, including those described in the Company’s filings with the SEC, that may affect the Company’s future results. All forward-looking statements attributable to the Company and its subsidiaries or persons acting on their behalf are expressly qualified in their entirety by these risk factors. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. These forward-looking statements are based on information currently available to Addentax and its current plans or expectations and are subject to a number of known and unknown uncertainties, risks and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These and other important factors are described in detail in the “Risk Factors” section of Addentax’s Annual Report on Form 10-K for the year ended March 31, 2024. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

~~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.~~2

	Addentax Group Corp.
Date: April 22, 2025	By:	/s/ Hong Zhida
		Hong Zhida
		Chief Executive Officer

SIGNATURES

3Pursuant 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: May 15, 2025	By:	/s/ Hong Zhida
		Hong Zhida
		Chief Executive Officer

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