[8-K] Greenpro Capital Corp. Reports Material Event

Rhea-AI Filing Summary

Greenpro Capital Corp. disclosed an agreement to acquire a 0.99% equity stake in Greenophene Technologies Limited from an individual seller. In return, Greenpro will issue 800,000 shares of its common stock, valuing the transaction at US$1,200,000, or US$1.50 per share.

The 800,000 shares will be issued as restricted securities under Rule 144 and are being offered in a private placement relying on Rule 506 of Regulation D. All of these shares will be held in escrow and remain under the Company’s control until the closing of the acquisition, which is subject to customary conditions, representations, warranties, and securities law compliance by both parties.

Insights

M&A and Capital Markets Analyst

Greenpro is using stock to buy a small GTL stake via a private, escrowed Reg D deal.

Greenpro Capital plans to acquire 0.99% of Greenophene Technologies Limited in exchange for 800,000 common shares, valued at US$1,200,000 or US$1.50 per share. The consideration is entirely equity, so the company preserves cash while modestly increasing its share count.

The shares are being issued as restricted securities under Rule 144 in reliance on Rule 506 of Regulation D, which keeps the transaction within a private placement framework. All 800,000 shares will be held in escrow under Article 6.4 until closing, aligning share delivery with completion of closing conditions.

The agreement includes customary representations and covenants, including compliance with securities laws and support for required Schedule 13D and other beneficial ownership filings. Subsequent company disclosures can provide more detail on how this 0.99% stake in GTL fits into Greenpro’s broader strategic and financial plans.

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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): November 20, 2025 (November 18, 2025)

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.

Acquisition 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 will acquire 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”).

Closing Consideration

Subject to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the aggregate closing consideration to be issued by the Company to the Seller shall be US$1,200,000, to be satisfied with the issuance of 800,000 shares of the Company’s common stock, par value $0.0001 per share (the “Greenpro Common Stock”), valued at US$1.50 per share (the “Consideration”). Such shares shall be restricted under Rule 144 of the Securities Act of 1933 (the “Securities Act”).

Pursuant to Article 6.4 of the Acquisition Agreement, all 800,000 shares to be issued as Consideration will be held in escrow and will remain under the control of the Company until the Closing.

The shares of Greenpro Common Stock to be issued by the Company to the Seller pursuant to the Acquisition Agreement will be issued in a transaction exempt from the registration requirements in reliance upon Regulation D promulgated under the Securities Act.

The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, including authorization, enforceability, compliance with securities laws, absence of undisclosed liabilities, and the Seller’s obligation to assist with Schedule 13D and other required SEC beneficial ownership filings.

Item 3.02. Unregistered Sales of Equity Securities

The issuance of 800,000 shares of Common Stock to the Seller as consideration for the Acquisition is being made in reliance on the exemption from registration provided by Rule 506 of Regulation D promulgated under the Securities Act of 1933. The securities issued will be “restricted securities” under Rule 144.

Item 9.01 Exhibits

(d) Exhibits

Exhibit No.		Description
2.1		Acquisition Agreement, dated November 18, 2025, by and among Greenpro Capital Corp. and Lim Chee Yin.
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: November 20, 2025	By:	/s/ Lee Chong Kuang
	Name:	Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director

FAQ

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

Greenpro Capital Corp. entered into an Acquisition Agreement to purchase a 0.99% stake, equal to 10 shares, in Greenophene Technologies Limited from an individual seller.

How is GRNQ paying for the Greenophene Technologies Limited stake?

GRNQ will issue 800,000 shares of its common stock as consideration, valuing the deal at US$1,200,000, or US$1.50 per share.

Are the new GRNQ shares registered or restricted?

The 800,000 GRNQ shares issued to the seller will be restricted securities under Rule 144 and are being issued in reliance on Rule 506 of Regulation D.

When will the 800,000 GRNQ shares be released to the seller?

Under Article 6.4 of the Acquisition Agreement, all 800,000 shares will be held in escrow and remain under Greenpro’s control until the Closing of the acquisition.

What regulatory filings are associated with this GRNQ acquisition?

The Acquisition Agreement includes covenants requiring the seller to assist with Schedule 13D and other required SEC beneficial ownership filings related to the transaction.

What type of securities transaction is GRNQ using for this acquisition?

GRNQ is treating the issuance as an unregistered sale of equity securities, relying on the exemption from registration provided by Rule 506 of Regulation D.