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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): May 26,2025

 

KEEMO FASHION GROUP LIMITED
(Exact name of registrant as specified in its charter)

 

Nevada   333-267967   32-0686375

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District,

Shenzhen, Guangdong 518052, China

(Address of principal executive offices)(Zip Code)

 

(+86) 176-1282-2030

Registrant’s telephone number, including area code:

 

N/A

(Former name or former address, if changed since last report.)

 

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 Instruction 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 1.01 Entry into a Material Definitive Agreement.

 

On May 26, 2025, Keemo Fashion Group Limited (the “Company” or “Buyer”) entered into a Share Purchase Agreement (the “Agreement”) with Guang Wen Global Group Limited (the “Seller”) to acquire 100% of the issued and outstanding shares (the “Shares”) of GW Reader Holding Limited, a Cayman Islands company (the “Target Company”). The Target Company owns 100% of Willing Read Culture Technology Co., Limited, a Hong Kong company, which in turn owns 100% of GW Reader Sdn. Bhd., a Malaysian entity engaged in digital publishing.

 

Pursuant to the Agreement, the Seller agreed to transfer the Shares to the Company for no monetary consideration. The transaction is being undertaken for strategic purposes in line with the Company’s expansion into the digital publishing space. The Target Company is currently operating at a loss.

 

The Closing of the transaction is expected to take place on August 24, 2025, unless otherwise mutually agreed by the parties in writing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
     
10.1   May 26, 2025 Share Purchase Agreement*
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

* Filed herewith

 

 

 

 

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.

 

Date: May 30, 2025  
   
KEEMO FASHION GROUP LIMITED  
     
By: /s/ Liu Lu  
  Liu Lu  
  Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)  

 

 

 

 

Exhibit 10.1

 

SHARE PURCHASE AGREEMENT

 

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2025, by and between:

 

Guang Wen Global Group Limited, a company incorporated under the laws of the British Virgin Islands (the “Seller”); and

 

Keemo Fashion Group Limited, a company incorporated under the laws of the State of Nevada, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to herein as the “Parties” and individually as a “Party.”

 

RECITALS

 

WHEREAS, the Seller is the legal and beneficial owner of all of the issued and outstanding shares (the “Shares”) of GW Reader Holding Limited, a company incorporated in the Cayman Islands;

 

WHEREAS, the Target Company owns 100% of the shares of Willing Read Culture Technology Co., Limited, a company incorporated in Hong Kong, which in turn owns 100% of the shares of GW Reader Sdn. Bhd., a company incorporated in Malaysia (the “Target Company”);

 

WHEREAS, GW Reader Sdn. Bhd. is currently a loss-making entity and has not generated net profits;

 

WHEREAS, the Seller desires to transfer the Shares to the Buyer for no consideration, and the Buyer agrees to accept such transfer as part of a strategic corporate realignment and expansion of its digital publishing operations;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. PURCHASE AND SALE OF SHARES

 

1.1 Sale of Shares.

 

Subject to the terms and conditions of this Agreement, the Seller hereby sells, assigns, transfers, and delivers to the Buyer, and the Buyer hereby accepts and acquires from the Seller, all of the Shares, free and clear of all liens, encumbrances, and claims.

 

1.2 No Purchase Price.

 

The Parties acknowledge and agree that no consideration shall be payable by the Buyer to the Seller in connection with the transfer of the Shares. The transfer is being effected solely for strategic purposes, recognizing that the Target Company is operating at a loss.

 

 

 

 

2. CLOSING

 

2.1 Closing Date.

 

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures on August 25, 2025, which is three (3) months from the signing date of this Agreement, or at such other time or date as the Parties may mutually agree in writing (the “Closing Date”).

 

2.2 Deliveries by the Seller.

 

At the Closing, the Seller shall deliver to the Buyer:

 

(a) A share transfer instrument duly executed by the Seller in favor of the Buyer;

 

(b) A certified copy of the resolutions of the board of directors of the Seller approving the sale of the Shares;

 

(c) All documents and records of the Target Company reasonably requested by the Buyer.

 

2.3 Deliveries by the Buyer.

 

At the Closing, the Buyer shall deliver to the Seller:

 

(a) A certified copy of the resolutions of the board of directors of the Buyer approving the acquisition of the Shares.

 

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

 

3.1 The Seller is duly incorporated, validly existing, and in good standing under the laws of the British Virgin Islands.

 

3.2 The Seller is the lawful owner of the Shares and has full power and authority to transfer the Shares to the Buyer.

 

3.3 The Shares are free and clear of all liens, claims, encumbrances, and restrictions.

 

3.4 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller.

 

3.5 The Seller makes no representation or warranty regarding the profitability or future performance of the Target Company and disclaims any obligation to cover past, present, or future losses unless explicitly

 

 

 

 

4. REPRESENTATIONS AND WARRANTIES OF THE BUYER

 

The Buyer hereby represents and warrants to the Seller that:

 

4.1 The Buyer is duly incorporated, validly existing, and in good standing under the laws of the State of Nevada.

 

4.2 The Buyer has the legal capacity and authority to enter into and perform its obligations under this Agreement.

 

4.3 The Buyer acknowledges that it has conducted its own due diligence and accepts the Shares “as-is, where-is,” without reliance on any express or implied warranties other than those expressly stated herein.

 

5. GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.

 

6. MISCELLANEOUS

 

6.1 Entire Agreement.

 

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral.

 

6.2 Amendments.

 

No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties.

 

6.3 Assignment.

 

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

 

6.4 Counterparts.

 

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

 

6.5 No Consideration.

 

The Parties expressly acknowledge that no monetary consideration is required or shall be paid for the transfer of the Shares pursuant to this Agreement. This Agreement and the transfer contemplated herein shall remain valid and binding notwithstanding the absence of such consideration.

 

 

 

 

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first above written.

 

SELLER:

 

Guang Wen Global Group Limited

 

By:  
Name: Huang Jia  
Title: Director  

 

BUYER:

 

Keemo Fashion Group Limited

 

By:  
Name: Liu Lu  
Title: Chief Executive Officer