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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
August
7, 2026
Date
of Report (Date of earliest event reported)
SINO
GREEN LAND CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
000-53208 |
|
54-0484915 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
No.
3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7,
43500 Semenyih,
Selangor, Malaysia
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: +603 8727 8732
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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, $0.001 par value |
|
SGLA |
|
OTC
Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory
Note
Sino
Green Land Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend
its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2026 (the “Original 8-K”).
The purpose of this Amendment is to correct certain errors contained in the Original 8-K relating to the Stock Purchase Agreement with
respect to Invent Fortune Sdn. Bhd. (the “Invent Fortune SPA”). Specifically, this Amendment corrects the aggregate Invent
Fortune Stock Consideration from 21,916,700 shares to 36,527,833.33 shares, and the corresponding tranche amounts, of the Company’s
common stock to be issued under the Invent Fortune SPA.
No
other changes have been made to the Original 8-K. This Amendment should be read in conjunction with the Company’s subsequent SEC
filings.
Item
1.01 Entry Into a Material Definitive Agreement.
Invent
Fortune Stock Purchase Agreement
On
August 7, the Company entered into a stock purchase agreement (the “Invent Fortune SPA”) with the equity holders (identified
in the Invent Fortune SPA, each, a “Invent Fortune Seller,” and collectively, the “Invent Fortune Sellers”) of
Invent Fortune, a private limited company (Sendirian Berhad) organized under the laws of Malaysia, with its principal place of business
in Semenyih, Selangor, Malaysia (“Invent Fortune”).
Pursuant
to the Invent Fortune SPA, the Invent Fortune Sellers agreed to sell to the Company, free and clear of all liens, all shares of the issued
and outstanding capital stock of Invent Fortune on a fully diluted basis (the “Invent Fortune Target Shares”), in exchange
for an aggregate of 36,527,833.33 shares of the Company’s common stock, par value $0.60 per share (the “Invent Fortune Stock
Consideration”).
The
Invent Fortune Stock Consideration shall be issued to the Invent Fortune Sellers in three (3) tranches: (a) First Tranche: 7,305,566
shares of the Company’s common stock (20% of the Invent Fortune Stock Consideration), issuable at the Closing (as defined in the
Invent Fortune SPA); (b) Second Tranche: 14,611,133.33 shares of the Company’s common stock (40% of the Invent Fortune Stock Consideration),
issuable upon satisfaction of certain conditions, including, without limitation, a specified date (the date that is three (3) months
following the Closing) or achievement of specified milestones (the “Second Tranche Trigger Condition”); and (c) Third Tranche:
14,611,133.33 shares of the Company’s common stock (40% of the Invent Fortune Stock Consideration), issuable upon satisfaction
of certain conditions, including, without limitation, a specified date (the date that is six (6) months following the Closing) or achievement
of specified milestones (the “Third Tranche Trigger Condition”). No fractional shares of the Company’s common stock
shall be issued in any tranche. Notwithstanding the foregoing, the issuance of the Second Tranche and Third Tranche shall be accelerated
upon the occurrence of any of the following events within the first three (3) months following the Closing: (i) a change of control of
the Company; (ii) a material breach by the Company of the Invent Fortune SPA; (iii) the termination of Kee Seng Yam as a director of
Invent Fortune without cause; or (iv) the death or incapacity of Kee Seng Yam. If any such acceleration event occurs after the three
(3) month period following the Closing, the Second Tranche and Third Tranche shall continue to be issued in accordance with the time-based
schedule described above. In the event that a milestone is not achieved, the corresponding shares shall be subject to forfeiture, carryover
to the next tranche, proration based on partial achievement, or a cure period, as determined by the parties in accordance with the terms
of the Invent Fortune SPA.
Pursuant
to the Invent Fortune SPA, the Invent Fortune Sellers and Invent Fortune jointly and severally made certain representations and provided
certain warranties to the Company relating to, among other things: (a) the authorization, performance and enforceability of the agreement;
(b) Invent Fortune and each subsidiary of Invent Fortune being in good standing; (c) the capitalization, financial statements, taxes,
real property and title to assets, intellectual property, compliance with laws and permits, employee matters, labor matters, environmental
matters, insurance, transactions with related party and investment matters of Invent Fortune; (d) that there are no pending or threatened
actions preventing the transactions contemplated by the agreement from being completed; and (e) that no brokers, finders or investment
banks fees are required to be paid in connection with the transactions contemplated by the Invent Fortune SPA.
Pursuant
to the Invent Fortune SPA, the Company made certain representations and provided certain warranties to the Invent Fortune Sellers and
Invent Fortune relating to, among other things: (a) the authorization, performance and enforceability of the agreement; (b) the Company
being in good standing; (c) the Company has, or will have prior to the issuance of each tranche of the Invent Fortune Stock Consideration,
a sufficient number of authorized and unissued shares of the Company’s common stock to satisfy the issuance of the Invent Fortune
Stock Consideration in full; (d) the Company is acquiring the Invent Fortune Target Shares for its own account and for investment purposes,
and not with a view to resale or distribution in violation of applicable securities law; (e) that there are no pending or threatened
actions preventing the transactions contemplated by the agreement from being completed; (f) that no brokers, finders or investment banks
fees are required to be paid in connection with the transactions contemplated by the Invent Fortune SPA; and (g) the validity of the
Invent Fortune Stock Consideration issuance.
The
closing of the Invent Fortune SPA is subject to the satisfaction (or waiver) of certain closing conditions, including (a) the representations
and warranties of the Invent Fortune Sellers, Invent Fortune and the Company shall be true and correct; (b) the Invent Fortune Sellers,
Invent Fortune and the Company shall have performed, in all material respects, its/their covenants required to be performed; (c) no Material
Adverse Effect (as defined in the Invent Fortune SPA) shall have occurred; (d) all consents and approvals, including any approvals required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been obtained; (e)
no order prohibiting the transactions contemplated by the Invent Fortune SPA shall be in effect; and (f) the Invent Fortune Sellers shall
have delivered the closing deliverables, including all Invent Fortune Target Shares free and clear of all liens; the Company shall have
delivered the First Tranche of the Invent Fortune Stock Consideration and the closing deliverables.
The
Invent Fortune SPA may be terminated prior to the Closing: (a) by mutual written consent of the Company and the Invent Fortune Sellers’
representative; (b) by either the Company or the Invent Fortune Sellers’ representative if the Closing has not occurred by the
Outside Date (as defined in the Invent Fortune SPA), provided that the terminating party is not then in material breach; (c) by either
party if a governmental authority has issued a final, non-appealable order prohibiting the transactions; or (d) by either party for the
other party’s material breach that remains uncured for ten (10) business days following written notice.
The
foregoing description of the Invent Fortune SPA is not complete and is subject to, and qualified in its entirety by reference to the
attached Exhibit 10.2 hereto, which are incorporated in this Item 1.01 by reference in their entirety.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02.
The
issuance of the Company’s common stock is intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of
Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances will not involve
a public offering, the recipients have confirmed that they are “accredited investors”, and the recipients will acquire the
securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
The securities were offered without any general solicitation by us or our representatives. The securities will be subject to transfer
restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not
been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.2 |
|
Stock Purchase Agreement between the Company and Invent Fortune |
| 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.
Dated:
August 18, 2026
| |
SINO
GREEN LAND CORPORATION |
| |
|
|
| |
By: |
/s/
Teresa Wo Kuk Ching |
| |
Name: |
Teresa
Wo Kuk Ching |
| |
Title: |
Chief
Executive Officer |
