Greenpro Capital (NASDAQ: GRNQ) to issue 8.5M shares for 13.6% Forekast stake

Q: What is the outside closing date for Greenpro Capital Corp.’s (GRNQ) Forekast transaction?

The agreement includes an outside date of March 31, 2026. This means the share exchange must close by that date under the contract terms, subject to satisfaction of customary conditions and any termination provisions described in the agreement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Greenpro Capital Corp. signed a Share Exchange Agreement to acquire a 13.6% fully diluted equity interest in Forekast Limited. In return, Greenpro will issue 8,500,000 shares of its common stock to Forekast’s shareholders at closing, subject to customary conditions and an outside closing date of March 31, 2026.

Insights

Greenpro is using stock to take a 13.6% stake in Forekast under a conditional share exchange.

Greenpro Capital Corp. agreed to acquire a 13.6% fully diluted equity interest in Forekast Limited through a share exchange. As consideration, Greenpro will issue 8,500,000 common shares to Forekast’s shareholders, making this a stock-for-equity investment rather than a cash acquisition.

The agreement contains customary representations, covenants, closing conditions, and termination provisions, including an outside date of March 31, 2026. Actual completion depends on these conditions being satisfied before that date, so there is execution risk if requirements are not met in time.

Investors can follow future company filings for confirmation of closing, details on any resulting ownership or governance rights in Forekast, and any subsequent financial disclosures that explain how this 13.6% stake contributes to Greenpro’s strategy and operating results.

02/17/2026 - 06:16 AM

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): February 13, 2026

GREENPRO CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-38308

98-1146821

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

B-23A-02, G-Vestor Tower

Pavilion Embassy, 200 Jalan Ampang

50450 W.P. Kuala Lumpur, Malaysia

(Address of principal executive offices) (Zip Code)

(60) 3 8408-1788

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:

☐	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))

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

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		GRNQ		NASDAQ Capital Market

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 February 13, 2026, Greenpro Capital Corp., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

At the Closing of the transactions contemplated by the Share Exchange Agreement, the Company will acquire from the Forekast Shareholders such number of ordinary shares of Forekast as will result in the Company owning 13.6% of the outstanding equity interests of Forekast on a fully-diluted basis as of the Closing. As consideration, at the Closing, the Company will issue to the Forekast Shareholders an aggregate of 8,500,000 shares of the Company’s common stock (the “Exchange Shares”).

The Share Exchange Agreement includes customary representations, warranties, covenants, closing conditions and termination provisions, including an outside date of March 31, 2026, subject to the terms of the Share Exchange Agreement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Share Exchange Agreement, dated as of February 13, 2026, by and among Greenpro Capital Corp., Forekast Limited, and the Forekast Shareholders listed on Annex A thereto.
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.

	GREENPRO CAPITAL CORP.

Date: February 17, 2026	By:	/s/ Lee Chong Kuang
	Name:	Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Greenpro Capital Corp. (GRNQ) announce in this 8-K?

Greenpro Capital Corp. entered a Share Exchange Agreement to acquire a minority stake in Forekast Limited. At closing, Greenpro will obtain 13.6% of Forekast’s fully diluted equity in exchange for issuing 8,500,000 Greenpro common shares to Forekast’s shareholders.

How much of Forekast Limited will Greenpro Capital Corp. (GRNQ) own after the transaction?

Greenpro will own 13.6% of Forekast Limited on a fully diluted basis at closing. The agreement specifies that the ordinary shares transferred by Forekast’s shareholders will result in this ownership level once the share exchange is completed.

What consideration is Greenpro Capital Corp. (GRNQ) providing in the Forekast share exchange?

Greenpro is issuing 8,500,000 shares of its common stock as consideration. These shares, called Exchange Shares, will be delivered to the Forekast shareholders in return for Forekast ordinary shares that give Greenpro a 13.6% fully diluted equity position.

When was the Share Exchange Agreement between GRNQ and Forekast Limited signed?

The Share Exchange Agreement was signed on February 13, 2026. On that date, Greenpro Capital Corp., Forekast Limited, and the Forekast shareholders agreed to the terms governing the share exchange, including ownership levels, consideration, and closing conditions.

What is the outside closing date for Greenpro Capital Corp.’s (GRNQ) Forekast transaction?

The agreement includes an outside date of March 31, 2026. This means the share exchange must close by that date under the contract terms, subject to satisfaction of customary conditions and any termination provisions described in the agreement.

What type of provisions are included in Greenpro Capital Corp.’s (GRNQ) Share Exchange Agreement?

The agreement includes customary representations, warranties, covenants, closing conditions, and termination rights. These standard provisions govern each party’s obligations, define required conditions for closing, and specify circumstances under which the transaction can be terminated.

Filing Exhibits & Attachments

53 documents

Agreements & Contracts

EX-10.1 EX-10.1 32.5 KB

Greenpro Capital (NASDAQ: GRNQ) to issue 8.5M shares for 13.6% Forekast stake

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FAQ

What transaction did Greenpro Capital Corp. (GRNQ) announce in this 8-K?

How much of Forekast Limited will Greenpro Capital Corp. (GRNQ) own after the transaction?

What consideration is Greenpro Capital Corp. (GRNQ) providing in the Forekast share exchange?

When was the Share Exchange Agreement between GRNQ and Forekast Limited signed?

What is the outside closing date for Greenpro Capital Corp.’s (GRNQ) Forekast transaction?

What type of provisions are included in Greenpro Capital Corp.’s (GRNQ) Share Exchange Agreement?

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Greenpro Capital (NASDAQ: GRNQ) to issue 8.5M shares for 13.6% Forekast stake

Rhea-AI Filing Summary

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Equity & M&A Analyst neutral

FAQ

What transaction did Greenpro Capital Corp. (GRNQ) announce in this 8-K?

How much of Forekast Limited will Greenpro Capital Corp. (GRNQ) own after the transaction?

What consideration is Greenpro Capital Corp. (GRNQ) providing in the Forekast share exchange?

When was the Share Exchange Agreement between GRNQ and Forekast Limited signed?

What is the outside closing date for Greenpro Capital Corp.’s (GRNQ) Forekast transaction?

What type of provisions are included in Greenpro Capital Corp.’s (GRNQ) Share Exchange Agreement?

Filing Exhibits & Attachments

Agreements & Contracts

Other Documents

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