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  4. [8-K] Sino Green Land Corp. Reports Material Event

Sino Green Land (OTC: SGLA) sells 22,000 new shares privately

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sino Green Land Corporation entered into a Subscription Agreement with individual investors for a private placement of 22,000 shares of common stock at $1.80 per share, raising gross proceeds of $39,600. The transaction closed on February 11, 2026 and no underwriters were involved.

The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S, noting that purchasers were accredited investors and/or non-U.S. persons. Sino Green Land plans to use the proceeds from this offering for operating capital.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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 22,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.80 (the “Offering”) or aggregate gross proceeds of $39,600. 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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What capital did Sino Green Land (SGLA) raise in the latest 8-K?

Sino Green Land raised $39,600 through a private placement of 22,000 shares at $1.80 per share. This transaction was documented in an 8-K and provides additional operating capital for the company.

How many new shares did Sino Green Land (SGLA) issue in the private placement?

The company issued 22,000 shares of common stock in a private placement. These shares were sold at $1.80 per share to individual investors under a Subscription Agreement dated February 11, 2026.

What exemptions did Sino Green Land (SGLA) use for its unregistered share sale?

Sino Green Land relied on Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. The company noted the offering was not public and purchasers were accredited investors and/or non-U.S. persons.

How will Sino Green Land (SGLA) use the proceeds from the offering?

The company plans to use the $39,600 in gross proceeds for operating capital. This suggests the funds are intended to support day-to-day business needs rather than a specific acquisition or large project.

Were underwriters involved in Sino Green Land’s (SGLA) private placement?

No underwriters were involved in the offer and sale of the shares. Sino Green Land completed the 22,000-share private placement directly with individual investors under the Subscription Agreement.

When did Sino Green Land’s (SGLA) private placement close?

The private placement closed on February 11, 2026. On that date, Sino Green Land entered into the Subscription Agreement and completed the sale of 22,000 common shares at $1.80 per share.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents