How did the GTL deal affect Greenpro’s (GRNQ) share count and seller ownership?

Following issuance of 800,000 new shares, Greenpro had 17,925,813 common shares outstanding at the closing date. The seller, Lim Chee Yin, held approximately 4.5% of Greenpro’s common stock upon receiving the newly issued restricted shares as acquisition consideration.

Greenpro issues shares for 0.99% GTL stake

Greenpro Capital Corp. entered into and closed a small equity acquisition tied to a share issuance.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Greenpro Capital Corp. entered into and closed a small equity acquisition tied to a share issuance. On November 18, 2025, the company agreed to acquire 0.99% of Greenophene Technologies Limited (10 ordinary shares). On April 16, 2026, closing occurred and Greenpro issued 800,000 restricted common shares at $1.50 per share, valuing the consideration at $1,200,000. The shares were issued privately under Rule 506 of Regulation D as “restricted securities” under Rule 144. After the transaction, Greenpro had 17,925,813 common shares outstanding, and the seller held approximately 4.5% of the company’s common stock.

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, or exhibit attachments filed with this report.

Key Figures

Stake acquired in GTL: 0.99% (10 shares) Shares issued as consideration: 800,000 shares Implied share value: $1.50 per share +4 more

7 metrics

Stake acquired in GTL 0.99% (10 shares) Minority interest in Greenophene Technologies Limited at closing

Shares issued as consideration 800,000 shares Restricted Greenpro common stock issued to seller at Effective Time

Implied share value $1.50 per share Valuation used for the 800,000 restricted shares issued

Aggregate consideration $1,200,000 Total value of Greenpro shares issued for GTL stake

Shares outstanding post-closing 17,925,813 shares Greenpro common stock issued and outstanding at Closing Date

Seller ownership in Greenpro approximately 4.5% Seller’s stake after receiving 800,000 Greenpro shares

Securities law exemption Rule 506 of Regulation D Exemption relied on for unregistered share issuance

Key Terms

Acquisition Agreement, restricted shares, Rule 506 of Regulation D, restricted securities, +1 more

5 terms

Acquisition Agreement financial

"entered into an Acquisition Agreement (the “Acquisition Agreement”) with Lim Chee Yin"

A legally binding contract that lays out the terms under which one company will buy another, including the purchase price, what assets or shares are transferred, conditions that must be met, and how liabilities and payments are handled. Investors care because it is the roadmap for ownership change—like a home sale agreement—affecting future earnings, share value, potential dilution, and the likelihood the deal will close or be blocked by regulators.

restricted shares financial

"800,000 restricted shares of the Company’s common stock, par value $0.0001"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

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

"“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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Greenpro Capital reported closing a minority acquisition of Greenophene Technologies Limited, acquiring 0.99% (10 shares) of GTL. In exchange, it issued 800,000 restricted common shares valued at $1.50 per share, for total consideration of $1,200,000 to the seller.

How many Greenpro (GRNQ) shares were issued for the GTL acquisition?

Greenpro issued 800,000 restricted shares of its common stock as consideration. These shares were valued at $1.50 each, giving the transaction an aggregate value of $1,200,000. The issuance was completed in a private transaction under Rule 506 of Regulation D.

What ownership stake in Greenophene Technologies did Greenpro (GRNQ) acquire?

Greenpro acquired a 0.99% minority interest in Greenophene Technologies Limited, equal to 10 ordinary shares of GTL. This represents a small, non-controlling position. The acquisition closed after all conditions in the Acquisition Agreement were satisfied on April 16, 2026.

Under what securities law exemptions were Greenpro (GRNQ) shares issued?

The 800,000 Greenpro common shares were issued in reliance on Rule 506 of Regulation D under the Securities Act of 1933. They were placed without general solicitation or advertising and are classified as “restricted securities” under Rule 144, limiting immediate resale options.

When did Greenpro (GRNQ) sign and close the Acquisition Agreement for GTL?

Greenpro signed the Acquisition Agreement with Lim Chee Yin on November 18, 2025. All conditions were later satisfied, and the company consummated the transaction on April 16, 2026, at which time it acquired 10 GTL shares and issued the share-based consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/21/2026 - 09:22 AM EDT

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): April 16, 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 November 18, 2025, Greenpro Capital Corp. (the “Company”) entered into an Acquisition Agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“GTL”), equivalent to 10 shares of GTL (the “Acquisition”).

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the acquisition (the “Effective Time”), the Company issued to the Seller aggregate closing consideration consisting of 800,000 restricted shares of the Company’s common stock, par value $0.0001 (the “Greenpro Common Stock”), valued at $1.50 per share, for an aggregate value of $1,200,000 (the “Consideration”).

On April 16, 2026, all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At closing, the Company acquired 10 ordinary shares of GTL from the Seller, representing a minority interest of 0.99% of GTL’s outstanding equity interests as of the closing date.

The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, subject to the terms set forth therein.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2025.

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 800,000 shares of the Greenpro Common Stock to the Seller 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.

At the Closing Date, the Company has total 17,925,813 shares of Greenpro Common Stock issued and outstanding and the Seller holds approximately 4.5% of Greenpro Common Stock upon the receipt of 800,000 shares of Greenpro Common Stock from the Company.

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 21, 2026	By:	/s/ Lee Chong Kuang
	Name:	Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents