UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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) | ||