How did the Forekast transaction affect Greenpro Capital’s (GRNQ) share count?

Greenpro Capital’s common shares outstanding increased from 8,625,813 on March 30, 2026 to 17,125,813 on March 31, 2026. The change reflects the issuance of 8,500,000 new shares as consideration in the Forekast share exchange transaction.

Greenpro Capital (NASDAQ: GRNQ) doubles share count in Forekast share exchange

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Greenpro Capital Corp. completed a share exchange, issuing 8,500,000 shares of common stock to Forekast Limited shareholders for a 13.6% minority stake in Forekast as of March 31, 2026. The company received 1,360 Forekast ordinary shares and did not obtain control of Forekast.

This equity issuance increased Greenpro’s common shares outstanding from 8,625,813 on March 30, 2026 to 17,125,813 on the closing date, significantly diluting existing holders. New large shareholders include BHL Ltd. with 3,250,000 shares (18.98% of outstanding) and several other entities each holding 1,125,000 shares (6.57% each).

Insights

Greenpro nearly doubles share count for a 13.6% Forekast stake.

Greenpro Capital issued 8,500,000 new common shares as consideration for 1,360 Forekast ordinary shares, representing 13.6% of Forekast on a fully diluted basis. The deal is structured as a share exchange and classified as a minority investment, so Greenpro does not gain control.

This issuance expands Greenpro’s outstanding stock from 8,625,813 shares on March 30, 2026 to 17,125,813 on March 31, 2026, implying substantial dilution for existing shareholders. Concentrated new positions arise, with BHL Ltd. at 18.98% ownership and several other entities each at 6.57%.

The impact for investors depends on Forekast’s value and strategic fit, which are not quantified here. Subsequent company disclosures may provide more detail on Forekast’s operations and how this minority stake contributes to Greenpro’s long-term strategy and financial performance.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares issued for Forekast stake: 8,500,000 shares Forekast equity acquired: 1,360 ordinary shares Forekast ownership percentage: 13.6% +5 more

8 metrics

Shares issued for Forekast stake 8,500,000 shares Common stock issued as Exchange Shares at March 31, 2026 closing

Forekast equity acquired 1,360 ordinary shares Represents 13.6% of Forekast on a fully diluted basis at closing

Forekast ownership percentage 13.6% Minority equity interest in Forekast as of March 31, 2026

Shares outstanding after deal 17,125,813 shares Common stock outstanding as of March 31, 2026

Shares outstanding before deal 8,625,813 shares Common stock outstanding as of March 30, 2026

BHL Ltd. ownership 3,250,000 shares (18.98%) Beneficial ownership as of March 31, 2026

Principal shareholders total stake 9,055,000 shares (52.88%) Aggregate principal shareholders’ holdings as of March 31, 2026

Directors and officers group stake 3,421,951 shares (19.98%) All directors and officers as a group as of March 31, 2026

Key Terms

Share Exchange Agreement, Rule 506 of Regulation D, restricted securities, Rule 144, +2 more

6 terms

Rule 506 of Regulation D regulatory

"The issuance was made in reliance on the exemption from registration provided by Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

restricted securities regulatory

"The Exchange Shares were issued without general solicitation or general advertising and are “restricted securities” within the meaning of Rule 144"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Rule 144 regulatory

"are “restricted securities” within the meaning of Rule 144 under the Securities Act"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

beneficial ownership financial

"Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

fully diluted basis financial

"representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

Understanding 8-K Material Events →

04/06/2026 - 06:15 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): March 31, 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”, “us”, “we” or “our”), 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”).

The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein

On March 31, 2026, all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

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 the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026.

Item 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Company issued the Exchange Shares to the Forekast Shareholders in a private transaction as consideration for the minority investment described in Item 1.01 above. The issuance was made in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Shares were issued without general solicitation or general advertising and are “restricted securities” within the meaning of Rule 144 under the Securities Act.

Set forth below are the details of the share exchange in connection with the minority investment in Forekast described above, as extracted from Annex A to the Share Exchange Agreement:

Forekast Shareholders	Forekast shares received by the Company		The Company’s common stock received by Forekast Shareholders
BHL Ltd.		520		3,250,000
Moira Venture Limited		120		750,000
Renhari Limited		180		1,125,000
Joharne Limited		180		1,125,000
Crescent East Limited		180		1,125,000
Stratifi Global Limited		180		1,125,000
Total shares		1,360		8,500,000

The calculations in the table below are based on 17,125,813 shares and 8,625,813 shares of the Company’s Common Stock, issued and outstanding as of March 31, 2026 (the “Closing Date”) and March 30, 2026, respectively.

	March 31, 2026 (the Closing Date)					March 30, 2026
Name of Beneficial Owner	Number of Shares Beneficially Owned⁽²⁾		Percentage of Shares Beneficially Owned⁽²⁾			Number of Shares Beneficially Owned⁽²⁾		Percentage of Shares Beneficially Owned⁽²⁾

Directors and Executive Officers⁽¹⁾

Lee, Chong Kuang⁽³⁾ Chief Executive Officer, President and Director		1,739,034		10.15	%		1,739,034		20.16	%

Loke, Che Chan Gilbert⁽⁴⁾ Chief Financial Officer, Secretary, Treasurer and Director		1,387,084		8.10	%		1,387,084		16.08	%

Sheth, Prabodh Kumar Kantilal H Independent Director		-		-			-		-

Chuchottaworn, Srirat Independent Director		122,250		0.71	%		122,250		1.42	%

Han, Mean Kwong Independent Director		-		-			-		-

Chew, Chee Wah Independent Director		3,632		0.02	%		3,632		0.04	%

Wong, Christopher Yu Nien Independent Director		1,396		0.01	%		1,396		0.02	%

Yap, Pei Ling⁽³⁾⁽⁵⁾ Officer		165,915		0.97	%		165,915		1.92	%

Chen, Yanhong⁽⁶⁾ Officer		2,640		0.02	%		2,640		0.03	%

All directors and officers as a group (9 persons named above)		3,421,951		19.98	%		3,421,951		39.67	%

Principal Shareholders:

Good Girl Environmental Plant Research Center Limited		555,000		3.24	%		555,000		6.43	%
BHL Ltd.⁽⁷⁾		3,250,000		18.98	%		-		-
Moira Venture Limited⁽⁸⁾		750,000		4.38	%		-		-
Renhari Limited⁽⁹⁾		1,125,000		6.57	%		-		-
Joharne Limited⁽¹⁰⁾		1,125,000		6.57	%
Crescent East Limited⁽¹¹⁾		1,125,000		6.57	%
Stratifi Global Limited⁽¹²⁾		1,125,000		6.57	%
		9,055,000		52.88	%		555,000		6.43	%

Other owners of the Company		4,648,862		27.14	%		4,648,862		53.90	%

Total		17,125,813		100.00	%		8,625,813		100.00	%

(1)	Except as otherwise set forth below, the business address of our directors and executive officers is B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia.

(2)	Based on 17,125,813 shares and 8,625,813 shares of Common Stock outstanding as of March 31, 2026 and March 30, 2026, together with securities exercisable or convertible into shares of Common Stock within 60 days of March 31, 2026 and March 30, 2026, respectively. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 31, 2026 and March 30, 2026, respectively are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(3)	Comprising 1,739,034 shares of our Common Stock held by Mr. Lee, Chong Kuang and 165,915 shares of our Common Stock held by his spouse, Ms. Yap, Pei Ling, a director of two of our subsidiaries. In the aggregate of the shares held by Mr. Lee and Ms. Yap, 1,904,949 shares or 11.12% and 22.08% of the total issued and outstanding shares of Common Stock as of March 31, 2026 and March 30, 2026, respectively.

(4)	Comprising 1,065,084 shares of our Common Stock held by Mr. Loke, Che Chan Gilbert, 200,000 shares of our Common Stock held by Mr. Loke’s son, Loke, Sebastian Mun Foo and 122,000 shares of our Common Stock held by Mr. Loke’s other son, Loke, Mun Hang Conrad, respectively. Mr. Loke and his sons collectively hold 1,387,084 shares or 8.1% and 16.08% of the total issued and outstanding shares of Common Stock as of March 31, 2026 and March 30, 2026, respectively.

(5)	Ms. Yap, Pei Ling, spouse of Mr. Lee, Chong Kuang, is a shareholder of the Company and a director of two of our subsidiaries, Asia UBS Global Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively.

(6)	Ms. Chen, Yanhong is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy Limited, Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services Limited, Falcon Accounting & Secretaries Limited and Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), respectively.

(7)	BHL Limited was a 5.2% Forekast shareholder (held 520 Forekast shares) before the Closing Date of the Share Exchange.

(8)	Moira Venture Limited was a 1.2% Forekast shareholder (held 120 Forekast shares) before the Closing Date of the Share Exchange.

(9)	Renhari Limited was a 1.8% Forekast shareholder (held 180 Forekast shares) before the Closing Date of the Share Exchange.

(10)	Joharne Limited was a 1.8% Forekast shareholder (held 180 Forekast shares) before the Closing Date of the Share Exchange.

(11)	Crescent East Limited was a 1.8% Forekast shareholder (held 180 Forekast shares) before the Closing Date of the Share Exchange.

(12)	Stratifi Global Limited was a 1.8% Forekast shareholder (held 180 Forekast shares) before the Closing Date of the Share Exchange.

Item 9.01 Exhibits

(d) Exhibits

Exhibit No.		Description
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: April 6, 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) complete with Forekast Limited?

Greenpro Capital completed a share exchange with Forekast Limited, acquiring 1,360 Forekast ordinary shares. In return, it issued 8,500,000 shares of its common stock as consideration for a 13.6% minority equity stake in Forekast on a fully diluted basis.

How many new Greenpro Capital (GRNQ) shares were issued in the Forekast deal?

Greenpro Capital issued 8,500,000 new common shares to Forekast shareholders. These shares served as the sole consideration for the minority investment, significantly increasing the company’s total shares outstanding compared with the level immediately before the transaction closed.

What ownership percentage in Forekast did Greenpro Capital (GRNQ) obtain?

Greenpro Capital obtained a 13.6% equity interest in Forekast on a fully diluted basis as of March 31, 2026. This means the stake is calculated assuming all Forekast dilutive securities convert into ordinary shares under existing terms.

Who are the major new shareholders of Greenpro Capital (GRNQ) after the deal?

Post-transaction, BHL Ltd. holds 3,250,000 shares, or 18.98% of outstanding stock. Several other entities, including Renhari, Joharne, Crescent East, and Stratifi Global Limited, each hold 1,125,000 shares, representing 6.57% ownership apiece.

Under what exemption were Greenpro Capital’s (GRNQ) new shares issued?

The new common shares were issued in a private transaction relying on Rule 506 of Regulation D under the Securities Act of 1933. They were issued without general solicitation or advertising and are characterized as restricted securities under Rule 144.

Filing Exhibits & Attachments

3 documents

Greenpro Capital (NASDAQ: GRNQ) doubles share count in Forekast share exchange

Rhea-AI Filing Summary

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