Sino Green Land (OTC: SGLA) sells 68,000 shares in $81,600 private placement

Rhea-AI Filing Summary

Sino Green Land Corporation entered into a Subscription Agreement with individual investors for a private placement of its common stock. The company issued 68,000 shares of common stock at $1.20 per share, raising $81,600 in gross proceeds. The transaction closed on February 11, 2026 and the company plans to use the cash for operating capital.

The shares were sold without underwriters in a non-public offering relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. Purchasers represented that they are accredited investors and/or not U.S. persons, supporting the company
9s reliance on these private-offering exemptions.

Insights

Equity Capital Markets Analyst

Sino Green Land raises $81,600 via small exempt equity private placement.

Sino Green Land Corporation completed a private sale of 68,000 common shares at $1.20 per share for gross proceeds of $81,600. The filing describes a direct placement to individual investors, with no underwriter involvement, adding a modest amount of cash for operating capital.

The shares were issued under Section 4(a)(2) and Regulation D and/or Regulation S, with investors representing accredited status or non-U.S. person status. This supports exempt treatment from Securities Act registration and avoids the cost and time of a registered offering.

The immediate impact is incremental liquidity for operations rather than a transformative capital change. Future company reports may clarify how this additional operating capital interacts with ongoing cash needs and any further financing activity.

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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): February 11, 2026

SINO GREEN LAND CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		000-53208		54-0484915
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

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 phone number, including area code +603 8727 8732

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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: None

Securities registered pursuant to Section 12(g) 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 (§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.

Subscription Agreement

On February 11, 2026, Sino Green Land Corporationo Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with individual investors identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 68,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.20 (the “Offering”) or aggregate gross proceeds of $81,600. The Offering closed on February 11, 2026.

The issuance of shares of Common Stock pursuant to the Subscription Agreements was made in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D and/or Regulation S promulgated under the Securities Act. The Company believes the exemptions provided by Section 4(a)(2) and Regulation D, and/or Regulation S of the Securities Act were available because the offering did not involve a public offering and each of the Purchasers in the Offering represented that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and/or is not a “U.S. person” as defined in Regulation S.

No underwriters were involved in the offer and sale of the Common Stock in the Offering. We plan to use the proceeds of the Offering for operating capital.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.

Item 9.01 Financial statements and Exhibits

(d) Exhibits.

Exhibit Number		Exhibit Description
10.1		Form of Subscription Agreement
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: February 11, 2026

	SINO GREEN LAND CORPORATION
	By:	/s/ Wong Ching Wing
	Name:	Wong Ching Wing
	Title:	Chief Executive Officer

FAQ

What did Sino Green Land Corporation (SGLA) announce in this 8-K filing?

Sino Green Land Corporation disclosed a private placement of common stock, issuing 68,000 shares at $1.20 each. This unregistered sale generated $81,600 in gross proceeds, which the company plans to use for operating capital needs.

How much capital did Sino Green Land (SGLA) raise and on what terms?

The company raised $81,600 in gross proceeds by selling 68,000 shares of common stock at $1.20 per share. These shares were issued in a private placement directly to individual investors without any underwriters involved in the transaction.

How will Sino Green Land (SGLA) use the $81,600 raised in the private placement?

The company plans to use the $81,600 of gross proceeds as operating capital. This means the funds are intended to support day-to-day business needs rather than a specific project, acquisition, or debt repayment program described in the filing.

Under which securities law exemptions was the SGLA stock offering conducted?

The offering relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. These frameworks allow non-public offerings when purchasers are accredited investors and/or not U.S. persons, as represented in this transaction.

Who purchased the new Sino Green Land (SGLA) shares in this transaction?

Individual investors identified in the Subscription Agreement purchased the 68,000 common shares. They represented that they are accredited investors under Regulation D and/or not U.S. persons under Regulation S, which supports the company
9s use of private-offering exemptions.

Did Sino Green Land (SGLA) use underwriters for this private placement?

No, the filing states that no underwriters were involved in the offer and sale of the common stock. The company entered directly into a Subscription Agreement with the individual investors for this unregistered private placement of 68,000 shares.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 92.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB