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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): September 28, 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
(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. ☐
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
previously announced on September 23, 2026,
Greenpro Capital Corp., a Nevada corporation (the “Company”) entered into a share sale agreement (the “Agreement”)
with Ms. Chen Yanhong (the “Buyer”) to
sell or cause its subsidiaries to sell and
transfer all of the issued
and outstanding equity interests in Greenpro
Resources (HK) Limited, a Hong Kong company (“GRHK”), Falcon Corporate Services Limited, a Hong Kong Company (“FCS”),
Greenpro Financial Consulting Limited, a Belize company
(“GFC”), Greenpro Management Consultancy Limited, a Shenzhen, China company (“GMCSZ”), Shenzhen Falcon Financial
Consulting Limited, a Shenzhen, China company (“SZFFC”) and Greenpro Financial Consulting (Shenzhen) Limited, a Shenzhen,
China Company (“GFCSZ” and, together with GRHK, FCS, GFC, GMCSZ and SZFFC, the
“F&A Entities”).
The Buyer is a director of GMCSZ, SZFFC, GFCSZ
and FCS and a shareholder currently holding 14 shares of
the Company’s common stock. On
September 28, 2026,
the Company completed the sale of the F&A
Entities to
the Buyer pursuant to the terms of the Agreement for aggregate cash consideration of HK$3,500,000,
approximately US$446,486 based on the exchange rate as of August 31, 2026.
The unaudited pro forma
financial information included in Exhibit 99.2 reflects the F&A Entities as discontinued operations. The Company expects to report
on the F&A Entities as discontinued operations beginning in the third quarter of 2026.
At Closing, all outstanding
intercompany balances, loans, advances, receivables, payables and other obligations between the F&A Entities and the remaining Company
group were waived and released. The Company estimates a reduction of additional paid-in capital of $5,303,075 resulting from the waiver of intercompany balances based on
the unaudited pro forma condensed consolidated financial statements as of June 30, 2026.
The Company expects to use the proceeds from the Transaction for general corporate purposes, which may include the provision of additional
working capital, funding internal operational improvement initiatives and business development.
The
foregoing description of the Transaction terms is qualified in its entirety by reference to the Agreement, a copy of which was filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 23, 2026, and is incorporated into
this Item 2.01 by reference.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro forma financial information.
The
following unaudited pro forma financial information of the Company is filed as Exhibit 99.2 to this Report on Form 8-K and is incorporated
herein by reference:
| ● | Unaudited Pro Forma
Condensed Consolidated Balance Sheet as of June 30, 2026 |
| ● | Unaudited Pro Forma
Condensed Consolidated Statement of Operations for the six months ended June 30, 2026 |
| ● | Unaudited Pro Forma
Condensed Consolidated Statements of Operations for each of the fiscal years ended December 31, 2025, and 2024 |
| ● | Notes to the Unaudited
Pro Forma Condensed Consolidated Financial Statements |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.2
|
|
Greenpro Capital Corp. Pro Forma Condensed Consolidated Financial Statements. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning
of the federal securities laws. Forward-looking statements include, without limitation, statements about the sale of the F&A
Entities, including statements regarding the benefits of the sale, the expected use of proceeds and expectations for economic
conditions, future business and financial performance, as well as statements regarding underlying assumptions related thereto.
Forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. They include, among others, the Company’s ability to hire, train and retain
qualified employees, the timing and implementation of strategic initiatives, deterioration of general macroeconomic conditions, geopolitical
conflicts, the highly competitive nature of the industry, demand for the Company’s products and services, the Company’s use
of proceeds and ability to maintain service quality, and challenges associated with transforming and growing its business.
Factors that could cause actual results to differ materially include risks described in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and the Company’s other filings with the Securities and
Exchange Commission (“SEC”). Except as may be required by law, the Company undertakes no obligation to update any forward-looking
statements made herein.
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:
September 28, 2026 |
By: |
/s/
Lee Chong Kuang |
| |
Name: |
Lee
Chong Kuang |
| |
Title: |
Chief
Executive Officer, President, Director |
Exhibit
99.2
GREENPRO
CAPITAL CORP.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On September 18,
2026, Greenpro Capital Corp. (the “Company” or “GRNQ”) entered into a share sale agreement (the
“Agreement”) with Ms. Chen Yanhong (the “Buyer”), pursuant to which the Company agreed to sell or cause its
subsidiaries to sell and transfer all issued and outstanding equity interests in Greenpro Resources (HK) Limited, a Hong Kong
company (“GRHK”), Falcon Corporate Services Limited, a Hong Kong Company (“FCS”), Greenpro Financial
Consulting Limited, a Belize company (“GFC”), Greenpro Management Consultancy Limited, a Shenzhen, China company
(“GMCSZ”), Shenzhen Falcon Financial Consulting Limited, a Shenzhen, China company (“SZFFC”) and Greenpro
Financial Consulting (Shenzhen) Limited, a Shenzhen, China Company (“GFCSZ” and, together with GRHK, FCS, GFC, GMCSZ and
SZFFC, the “F&A Entities”). The Buyer is a director of GMCSZ, SZFFC, GFCSZ and FCS and a shareholder currently
holding 14 shares of the Company’s common stock. The F&A Entities principally provide corporate advisory services and company-secretarial
services in Hong Kong and China. Pursuant to the terms and conditions of the Agreement, the Buyer acquired the F&A Entities for
aggregate cash consideration of HK$3,500,000, approximately US$446,486 based on the exchange rate as of August 31, 2026 (the
“Transaction”). The Transaction was completed on September 28, 2026 (the “Transaction Date”).
The
Company intends to use the cash proceeds from the Transaction for general corporate purposes, which may include the provision of additional
working capital, funding internal operational improvement initiatives and business development.
The
following unaudited pro forma condensed consolidated financial statements as of and for the six months ended June 30, 2026, have been
derived from the unaudited condensed consolidated financial statements of the Company.
The
unaudited pro forma condensed consolidated financial statements for the years ended December 31, 2025, and 2024 have been derived from
the audited consolidated financial statements of the Company for the years then ended. The unaudited pro forma condensed consolidated
statements of operations are presented to illustrate the Company’s results as if the Transaction occurred on January 1, 2024, the
beginning of the earliest period presented and reflect the reclassification of the F&A Entities as Discontinued Operations
for all periods presented. The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, reflects
the Company’s financial position as if the Transaction had occurred on June 30, 2026. The adjustments in the “Additional
Transaction Accounting Adjustments” column in the unaudited pro forma condensed consolidated statement of operations for the year
ended December 31, 2025, and unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, give effect to the
Transaction as if it had occurred as of January 1, 2025, and June 30, 2026.
The
unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, as
amended, and are based upon management’s estimates utilizing the best available information and are subject to the assumptions
and adjustments described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
They are not intended to be a complete representation of the Company’s financial position or results of operations had the Transaction
occurred as of the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for
illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or
financial condition had the Transaction been completed on the date assumed. The unaudited condensed consolidated financial statements
should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s Quarterly Report on Form
10-Q for the six months ended June 30, 2026, as well as the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections of such reports. The adjustments included within the “F&A Entities’
Disposal” column of the unaudited condensed consolidated financial statements are consistent with the guidance for discontinued
operations in accordance with accounting principles generally accepted in the United States of America. The Company’s current estimates
on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be
reported in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2026.
GREENPRO
CAPITAL CORP.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS
OF JUNE 30, 2026
(In
U.S. dollars, except share and per share data)
| | |
| | |
Transaction
Accounting Adjustments | | |
| |
| |
| | |
GRNQ
Historical Consolidated | | |
F&A Entities’
Disposal (1) | | |
Additional
Transaction Accounting Adjustments | | |
Notes | |
GRNQ
Pro Forma | |
| ASSETS | |
| | | |
| | | |
| | | |
| |
| | |
| Current
assets: | |
| | | |
| | | |
| | | |
| |
| | |
| Cash
and cash equivalents | |
$ | 634,440 | | |
$ | 184,607 | | |
$ | 446,486 | | |
(a) | |
$ | 896,319 | |
| Accounts
receivable, net | |
| 13,301 | | |
| 3,782 | | |
| - | | |
| |
| 9,519 | |
| Prepaids
and other current assets | |
| 473,428 | | |
| 40,945 | | |
| - | | |
| |
| 432,483 | |
| Digital
assets | |
| 234,055 | | |
| - | | |
| - | | |
| |
| 234,055 | |
| Due
from related parties | |
| 880,502 | | |
| - | | |
| - | | |
| |
| 880,502 | |
| Deferred
costs of revenue | |
| 67,961 | | |
| 67,961 | | |
| - | | |
| |
| - | |
| Total
current assets | |
| 2,303,687 | | |
| 297,295 | | |
| 446,486 | | |
| |
| 2,452,878 | |
| Property
and equipment, net | |
| 1,354,239 | | |
| 1,313,296 | | |
| - | | |
| |
| 40,943 | |
| Real estate
investments: | |
| | | |
| | | |
| | | |
| |
| | |
| Real
estate held for sale | |
| 886,502 | | |
| - | | |
| - | | |
| |
| 886,502 | |
| Real
estate held for investment, net | |
| 370,826 | | |
| - | | |
| - | | |
| |
| 370,826 | |
| Intangible
assets, net | |
| 299 | | |
| 299 | | |
| - | | |
| |
| - | |
| Other investments | |
| 18,200,000 | | |
| - | | |
| - | | |
| |
| 18,200,000 | |
| Operating
lease right-of-use assets, net | |
| 53,577 | | |
| - | | |
| - | | |
| |
| 53,577 | |
| Finance
lease right-of-use asset, net | |
| 12,449 | | |
| - | | |
| - | | |
| |
| 12,449 | |
| TOTAL
ASSETS | |
$ | 23,181,579 | | |
$ | 1,610,890 | | |
$ | 446,486 | | |
| |
$ | 22,017,175 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| LIABILITIES
AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| |
| | |
| Current
liabilities: | |
| | | |
| | | |
| | | |
| |
| | |
| Accounts
payable and accrued liabilities | |
$ | 1,370,306 | | |
$ | 84,114 | | |
$ | 8,000 | | |
(b) | |
$ | 1,294,192 | |
| Due
to related parties | |
| 856,945 | | |
| 724,682 | | |
| - | | |
| |
| 132,263 | |
| Operating
lease liabilities | |
| 53,577 | | |
| - | | |
| - | | |
| |
| 53,577 | |
| Finance
lease liabilities, current portion | |
| 4,568 | | |
| - | | |
| - | | |
| |
| 4,568 | |
| Deferred
revenue | |
| 285,770 | | |
| 285,770 | | |
| - | | |
| |
| - | |
| Total
current liabilities | |
| 2,571,166 | | |
| 1,094,566 | | |
| 8,000 | | |
| |
| 1,484,600 | |
| Finance
lease liabilities, non-current portion | |
| 4,467 | | |
| - | | |
| - | | |
| |
| 4,467 | |
| Total
liabilities | |
| 2,575,633 | | |
| 1,094,566 | | |
| 8,000 | | |
| |
| 1,489,067 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| Stockholders’
equity: | |
| | | |
| | | |
| | | |
| |
| | |
| Preferred
stock | |
| - | | |
| - | | |
| - | | |
| |
| - | |
| Common
stock (2) | |
| 181 | | |
| - | | |
| - | | |
| |
| 181 | |
| Additional
paid-in capital (2) (3) | |
| 62,592,226 | | |
| 5,303,075 | | |
| - | | |
| |
| 57,289,151 | |
| Accumulated
other comprehensive loss | |
| (156,165 | ) | |
| (60,841 | ) | |
| 60,841 | | |
(c) | |
| (34,483 | ) |
| Accumulated
(deficit) profit | |
| (41,867,671 | ) | |
| (4,725,910 | ) | |
| 377,645 | | |
(a)
(b) (c) | |
| (36,764,116 | ) |
| Total Greenpro
Capital Corp. stockholders’ equity | |
| 20,568,571 | | |
| 516,324 | | |
| 438,486 | | |
| |
| 20,490,733 | |
| Noncontrolling
interests in consolidated subsidiary | |
| 37,375 | | |
| - | | |
| - | | |
| |
| 37,375 | |
| Total
stockholders’ equity | |
| 20,605,946 | | |
| 516,324 | | |
| 438,486 | | |
| |
| 20,528,108 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 23,181,579 | | |
$ | 1,610,890 | | |
$ | 446,486 | | |
| |
$ | 22,017,175 | |
| (2) |
Issued
and outstanding shares of common stock have been adjusted for the periods prior to August 6, 2026, to reflect the 1-for-10 reverse
stock split effected on that date on a retroactive basis as described in Note 2. |
GREENPRO
CAPITAL CORP.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
(In
U.S. dollars, except share and per share data)
| | |
| | |
Transaction
Accounting Adjustments | | |
| |
| |
| | |
GRNQ
Historical Consolidated | | |
F&A
Entities’
Disposal (1) | | |
Additional
Transaction Accounting Adjustments | | |
Notes | |
GRNQ
Pro Forma | |
| REVENUES: | |
| | |
| | |
| | |
| |
| |
| Service
revenue | |
$ | 559,355 | | |
$ | 275,725 | | |
$ | - | | |
| |
$ | 283,630 | |
| Digital
revenue | |
| 115,923 | | |
| - | | |
| - | | |
| |
| 115,923 | |
| Rental
revenue | |
| 32,275 | | |
| - | | |
| - | | |
| |
| 32,275 | |
| Total
revenues | |
| 707,553 | | |
| 275,725 | | |
| - | | |
| |
| 431,828 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| COST OF
REVENUES: | |
| | | |
| | | |
| | | |
| |
| | |
| Cost of
service revenue | |
| (219,650 | ) | |
| (139,655 | ) | |
| - | | |
| |
| (79,995 | ) |
| Cost of
digital revenue | |
| - | | |
| - | | |
| - | | |
| |
| - | |
| Cost
of rental revenue | |
| (7,269 | ) | |
| - | | |
| - | | |
| |
| (7,269 | ) |
| Total
cost of revenues | |
| (226,919 | ) | |
| (139,655 | ) | |
| - | | |
| |
| (87,264 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| GROSS
PROFIT | |
| 480,634 | | |
| 136,070 | | |
| - | | |
| |
| 344,564 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| OPERATING
EXPENSES: | |
| | | |
| | | |
| | | |
| |
| | |
| General
and administrative expenses | |
| (2,139,940 | ) | |
| (1,320,025 | ) | |
| - | | |
| |
| (819,915 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| LOSS
FROM OPERATIONS | |
| (1,659,306 | ) | |
| (1,183,955 | ) | |
| - | | |
| |
| (475,351 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| OTHER
INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| |
| | |
| Other income | |
| 37,807 | | |
| 16,584 | | |
| - | | |
| |
| 21,223 | |
| Interest
income | |
| 3,086 | | |
| 44 | | |
| - | | |
| |
| 3,042 | |
| Interest
expense | |
| (362 | ) | |
| - | | |
| - | | |
| |
| (362 | ) |
| Fair
value loss on digital assets | |
| (2,184 | ) | |
| - | | |
| - | | |
| |
| (2,184 | ) |
| Total
other income | |
| 38,347 | | |
| 16,628 | | |
| - | | |
| |
| 21,719 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| LOSS BEFORE INCOME TAX | |
| (1,620,959 | ) | |
| (1,167,327 | ) | |
| - | | |
| |
| (453,632 | ) |
| Income
tax expense | |
| - | | |
| - | | |
| - | | |
| |
| - | |
| NET
LOSS | |
$ | (1,620,959 | ) | |
$ | (1,167,327 | ) | |
$ | - | | |
| |
$ | (453,632 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| NET LOSS
PER SHARE, BASIC AND DILUTED (2) | |
$ | (1.22 | ) | |
| - | | |
| - | | |
| |
$ | (0.34 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| WEIGHTED
AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED (2) | |
| 1,332,575 | | |
| - | | |
| - | | |
| |
| 1,332,575 | |
| (2) |
Weighted
average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split
effected on August 6, 2026, on a retroactive basis as described in Note 2. |
GREENPRO
CAPITAL CORP.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2025
(In
U.S. dollars, except share and per share data)
| | |
| | |
Transaction
Accounting Adjustments | | |
| |
| |
| | |
GRNQ
Historical Consolidated | | |
F&A
Entities’
Disposal (1) | | |
Additional
Transaction Accounting Adjustments | | |
Notes | |
GRNQ
Pro Forma | |
| REVENUES: | |
| | | |
| | | |
| | | |
| |
| | |
| Service
revenue | |
$ | 1,843,968 | | |
$ | 1,351,675 | | |
$ | - | | |
| |
$ | 492,293 | |
| Digital
revenue | |
| 168,240 | | |
| - | | |
| - | | |
| |
| 168,240 | |
| Rental
revenue | |
| 61,349 | | |
| - | | |
| - | | |
| |
| 61,349 | |
| Total
revenues | |
| 2,073,557 | | |
| 1,351,675 | | |
| - | | |
| |
| 721,882 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| COST OF
REVENUES: | |
| | | |
| | | |
| | | |
| |
| | |
| Cost of
service revenue | |
| (351,491 | ) | |
| (208,928 | ) | |
| - | | |
| |
| (142,563 | ) |
| Cost of
digital revenue | |
| (41,509 | ) | |
| - | | |
| - | | |
| |
| (41,509 | ) |
| Cost
of rental revenue | |
| (14,393 | ) | |
| - | | |
| - | | |
| |
| (14,393 | ) |
| Total
cost of revenues | |
| (407,393 | ) | |
| (208,928 | ) | |
| - | | |
| |
| (198,465 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| GROSS
PROFIT | |
| 1,666,164 | | |
| 1,142,747 | | |
| - | | |
| |
| 523,417 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| OPERATING
EXPENSES: | |
| | | |
| | | |
| | | |
| |
| | |
| General
and administrative expenses | |
| (3,818,580 | ) | |
| (1,826,876 | ) | |
| - | | |
| |
| (1,991,704 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| LOSS
FROM OPERATIONS | |
| (2,152,416 | ) | |
| (684,129 | ) | |
| - | | |
| |
| (1,468,287 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| OTHER
INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| |
| | |
| Other income | |
| 67,330 | | |
| 10,813 | | |
| - | | |
| |
| 56,517 | |
| Interest
income | |
| 9,251 | | |
| 549 | | |
| - | | |
| |
| 8,702 | |
| Gain on
disposal of investment | |
| 39,800 | | |
| - | | |
| - | | |
| |
| 39,800 | |
| Reversal of impairment of
investment | |
| 150 | | |
| - | | |
| - | | |
| |
| 150 | |
| Interest
expense | |
| (883 | ) | |
| - | | |
| - | | |
| |
| (883 | ) |
| Impairment
of property and equipment | |
| (813,552 | ) | |
| (813,552 | ) | |
| - | | |
| |
| - | |
| Impairment
of real estate held for sale | |
| (96,846 | ) | |
| - | | |
| - | | |
| |
| (96,846 | ) |
| Impairment
of other investments | |
| (12,073 | ) | |
| - | | |
| - | | |
| |
| (12,073 | ) |
| Impairment of goodwill | |
| (6,035 | ) | |
| - | | |
| - | | |
| |
| (6,035 | ) |
| Fair
value loss on digital assets | |
| (4,818 | ) | |
| - | | |
| - | | |
| |
| (4,818 | ) |
| Total
other expense | |
| (817,676 | ) | |
| (802,190 | ) | |
| - | | |
| |
| (15,486 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| LOSS
BEFORE INCOME TAX | |
| (2,970,092 | ) | |
| (1,486,319 | ) | |
| - | | |
| |
| (1,483,773 | ) |
| Income
tax expense | |
| (12,241 | ) | |
| (6,832 | ) | |
| - | | |
| |
| (5,409 | ) |
| NET
LOSS | |
$ | (2,982,333 | ) | |
$ | (1,493,151 | ) | |
$ | - | | |
| |
$ | (1,489,182 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| NET LOSS
PER SHARE, BASIC AND DILUTED (2) | |
$ | (3.72 | ) | |
| - | | |
| - | | |
| |
$ | (1.86 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| WEIGHTED
AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED (2) | |
| 801,061 | | |
| - | | |
| - | | |
| |
| 801,061 | |
| (2) |
Weighted
average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split
effected on August 6, 2026, on a retroactive basis as described in Note 2. |
GREENPRO
CAPITAL CORP.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2024
(In
U.S. dollars, except share and per share data)
| | |
| | |
Transaction
Accounting Adjustments | | |
| |
| |
| | |
GRNQ
Historical Consolidated | | |
F&A
Entities’
Disposal (1) | | |
Additional
Transaction Accounting Adjustments | | |
Notes | |
GRNQ
Pro Forma | |
| REVENUES: | |
| | | |
| | | |
| | | |
| |
| | |
| Service
revenue | |
$ | 3,091,903 | | |
$ | 2,501,412 | | |
$ | - | | |
| |
$ | 590,491 | |
| Digital
revenue | |
| 327,802 | | |
| - | | |
| - | | |
| |
| 327,802 | |
| Rental
revenue | |
| 76,700 | | |
| - | | |
| - | | |
| |
| 76,700 | |
| Total
revenues | |
| 3,496,405 | | |
| 2,501,412 | | |
| - | | |
| |
| 994,993 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| COST OF
REVENUES: | |
| | | |
| | | |
| | | |
| |
| | |
| Cost of
service revenue | |
| (355,120 | ) | |
| (222,834 | ) | |
| - | | |
| |
| (132,286 | ) |
| Cost of
digital revenue | |
| (48,495 | ) | |
| - | | |
| - | | |
| |
| (48,495 | ) |
| Cost
of rental revenue | |
| (22,825 | ) | |
| - | | |
| - | | |
| |
| (22,825 | ) |
| Total
cost of revenues | |
| (426,440 | ) | |
| (222,834 | ) | |
| - | | |
| |
| (203,606 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| GROSS
PROFIT | |
| 3,069,965 | | |
| 2,278,578 | | |
| - | | |
| |
| 791,387 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| OPERATING
EXPENSES: | |
| | | |
| | | |
| | | |
| |
| | |
| General
and administrative expenses | |
| (4,039,243 | ) | |
| (1,822,306 | ) | |
| - | | |
| |
| (2,216,937 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| (LOSS)
INCOME FROM OPERATIONS | |
| (969,278 | ) | |
| 456,272 | | |
| - | | |
| |
| (1,425,550 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| OTHER
INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| |
| | |
| Other income | |
| 53,334 | | |
| 3,908 | | |
| - | | |
| |
| 49,426 | |
| Interest
income | |
| 19,161 | | |
| 1,484 | | |
| - | | |
| |
| 17,677 | |
| Gain on
disposal of real estate held for investment | |
| 21,634 | | |
| - | | |
| | | |
| |
| 21,634 | |
| Gain on
disposal of investments | |
| 324,917 | | |
| - | | |
| - | | |
| |
| 324,917 | |
| Interest
expense | |
| (1,070 | ) | |
| - | | |
| - | | |
| |
| (1,070 | ) |
| Impairment
of other investments | |
| (87,425 | ) | |
| - | | |
| - | | |
| |
| (87,425 | ) |
| Impairment of goodwill | |
| (82,561 | ) | |
| - | | |
| - | | |
| |
| (82,561 | ) |
| Loss
on disposal of investment | |
| (100 | ) | |
| - | | |
| - | | |
| |
| (100 | ) |
| Total
other income | |
| 247,890 | | |
| 5,392 | | |
| - | | |
| |
| 242,498 | |
| | |
| | | |
| | | |
| | | |
| |
| | |
| (LOSS)
INCOME BEFORE INCOME TAX | |
| (721,388 | ) | |
| 461,664 | | |
| - | | |
| |
| (1,183,052 | ) |
| Income
tax expense | |
| (4,439 | ) | |
| (4,439 | ) | |
| - | | |
| |
| - | |
| NET
(LOSS) INCOME | |
| (725,827 | ) | |
| 457,225 | | |
| - | | |
| |
| (1,183,052 | ) |
| Net
loss attributable to noncontrolling interests | |
| 10,543 | | |
| - | | |
| | | |
| |
| 10,543 | |
| NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS OF GREENPRO CAPITAL CORP. | |
$ | (715,284 | ) | |
$ | 457,225 | | |
$ | | | |
| |
$ | (1,172,509 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| NET LOSS
PER SHARE, BASIC AND DILUTED (2) | |
$ | (0.94 | ) | |
| - | | |
| - | | |
| |
$ | (1.55 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | |
| WEIGHTED
AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED (2) | |
| 757,581 | | |
| - | | |
| - | | |
| |
| 757,581 | |
| (2) |
Weighted
average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split
effected on August 6, 2026, on a retroactive basis as described in Note 2. |
NOTES
TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
unaudited pro forma condensed consolidated financial statements include the following pro forma adjustments:
F&A
Entities’ Disposal Transaction Accounting Adjustments:
| (1) | These
adjustments reflect the elimination of assets, liabilities and operations attributable to
the F&A Entities. The disposal will meet the criteria to be presented as
discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements
– Discontinued Operations. |
| (2) | On
July 13, 2026, the Company filed a Certificate of Change with the Secretary of State of the
State of Nevada (the “Certificate of Change”) to effect a reverse split of the
Company’s common stock at a ratio of 1-for-10 (the “Reverse Stock Split”),
effective as of August 6, 2026. On that date, every 10 issued and outstanding shares of the
Company’s common stock were automatically converted into one outstanding share of common
stock. As a result of the Reverse Stock Split, the number of the outstanding shares of common
stock decreased from 18,127,663 (pre-split) shares to 1,812,758 (post-split) shares. In addition,
by reducing the number of outstanding shares, the Company’s loss per share in all prior
periods increased by a factor of 10. The Reverse Stock Split affected all shares of common
stock outstanding immediately prior to the effective time of the Reverse Stock Split. |
No
fractional shares are issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional
shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 10, in
lieu of a fractional share, are entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole
share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result
of the Reverse Stock Split.
As
the par value per share of the Company’s common stock remained unchanged at $0.0001 per share, the change in the common stock recorded
at par value has been reclassified to additional paid-in-capital on a retroactive basis. All references to shares of common stock and
per share data for all periods presented in the accompanying unaudited pro forma condensed consolidated financial statements and notes
thereto have been adjusted to reflect the Reverse Stock Split on a retroactive basis.
| (3) | Under
Section 13 of the Agreement, at Closing, all outstanding intercompany balances, loans, advances,
receivables, payables and other obligations between the F&A Entities and the remaining
Company group were waived and released. The pro forma adjustment reflects the resulting increases or reductions to additional paid-in capital on the waiver of those balances. |
Additional
Transaction Accounting Adjustments:
| (a) | Reflects
cash consideration of HK$3,500,000, approximately US$446,486 based on the exchange rate as
of August 31, 2026, received in connection with the Company’s disposition of the F&A
Entities. |
| (b) | Reflects
an estimated $8,000 of Transaction advisory and professional fees to be incurred subsequent
to June 30, 2026. |
| (c) | Reflects
an estimated loss of $130,679 related to the Company’s sale of the F&A Entities
based on the estimate of $446,486 of consideration minus the F&A Entities’
net assets as of June 30, 2026, of $516,324 and the release of the F&A Entities accumulated
other comprehensive loss of $60,841. The actual loss recorded at Closing may be subject
to change and will be based on amounts as of the Closing Date. Since the unaudited pro forma
condensed consolidated statement of operations only includes continuing operations, the estimated
loss on the sale is not included in any period presented. |
