What is the share consideration for the Invent Fortune acquisition by SGLA?

To acquire Invent Fortune, Sino Green Land will issue 21,916,700 common shares. These are structured as 4,383,340 shares at closing, then 8,766,680 shares after three months, and another 8,766,680 shares after six months, tied to conditions and milestones.

How are the SGLA share tranches tied to milestones and timing?

Each acquisition uses three tranches: 20% at closing, 40% about three months later, and 40% about six months later. Later tranches depend on time-based triggers and specified milestones, with possible forfeiture, carryover, proration, or cure periods if milestones are not met.

When can the later share tranches for SGLA’s deals be accelerated?

Issuance of the second and third tranches may be accelerated within three months of closing if events such as a change of control , certain material breaches , or specified director termination, death, or incapacity occur for the relevant Malaysian company.

Sino Green Land (OTC: SGLA) plans stock-funded buys of Xing Da and Invent Fortune

Q: What acquisitions did SINO GREEN LAND (SGLA) announce on August 7, 2026?

Sino Green Land agreed to acquire 60% of Xing Da Plastics Sdn. Bhd. and 100% of Invent Fortune, both Malaysian companies, in exchange for newly issued shares of its common stock under separate stock purchase agreements.

Q: What key conditions must be satisfied before SGLA’s acquisitions can close?

Closings require true and correct representations , material performance of covenants, no Material Adverse Effect , all required consents and approvals including any under the HSR Act , absence of prohibitive orders, and delivery of target shares free of liens and initial share tranches.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sino Green Land Corporation agreed to acquire majority and full ownership interests in two Malaysian companies using newly issued common stock. It signed a stock purchase agreement to acquire 60% of Xing Da Plastics Sdn. Bhd. in exchange for 4,800,000 shares, and a separate agreement to acquire 100% of Invent Fortune for 21,916,700 shares. In each deal, the consideration will be issued in three tranches (20%, then 40%, then 40%) based on time-based triggers three and six months after closing and specified milestones, with potential acceleration upon events such as a change of control or certain director changes. Both transactions are subject to customary representations, warranties, closing conditions and possible termination rights, including required consents and any approvals under the Hart-Scott-Rodino Antitrust Improvements Act. The share issuances are intended to rely on exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D for offerings to accredited investors.

Filing Explained

Signed stock acquisitions remain unclosed; if completed, they would issue 4,800,000 and 21,916,700 shares, diluting existing holders.

Sino Green Land reports signed stock-purchase agreements, but both acquisitions remain subject to closing conditions; the filing does not report that closing or any tranche issuance has occurred.

If completed, the agreements would require common-stock consideration of 4,800,000 shares for 60% of Xing Da and 21,916,700 shares for all of Invent Fortune, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

The Item 3.02 disclosure describes these as intended unregistered issuances with transfer restrictions; it does not establish that the shares have already been issued.

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, and exhibit attachments filed with this report.

Key Figures

Xing Da stake acquired: 60% of issued and outstanding capital stock Xing Da stock consideration: 4,800,000 shares of common stock Xing Da first tranche: 960,000 shares of common stock +5 more

8 metrics

Xing Da stake acquired 60% of issued and outstanding capital stock Equity interest in Xing Da Plastics Sdn. Bhd. to be purchased

Xing Da stock consideration 4,800,000 shares of common stock Aggregate share consideration for Xing Da Target Shares

Xing Da first tranche 960,000 shares of common stock 20% of Xing Da stock consideration issuable at closing

Xing Da second and third tranches 1,920,000 shares each tranche 40% of Xing Da stock consideration at three and six months, subject to conditions

Invent Fortune stock consideration 21,916,700 shares of common stock Aggregate share consideration for all Invent Fortune Target Shares

Invent Fortune first tranche 4,383,340 shares of common stock 20% of Invent Fortune stock consideration issuable at closing

Invent Fortune second and third tranches 8,766,680 shares each tranche 40% of Invent Fortune stock consideration at three and six months, subject to conditions

Outside Date cure period ten (10) business days Time to cure a material breach before termination right arises

Key Terms

Material Definitive Agreement, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Regulation D, accredited investors, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry Into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"including any approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

Regulation D regulatory

"exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investors financial

"the recipients have confirmed that they are “accredited investors”"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Material Adverse Effect financial

"no Material Adverse Effect (as defined in the Xing Da SPA) shall have occurred"

A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.

FAQ

What acquisitions did SINO GREEN LAND (SGLA) announce on August 7, 2026?

Sino Green Land agreed to acquire 60% of Xing Da Plastics Sdn. Bhd. and 100% of Invent Fortune, both Malaysian companies, in exchange for newly issued shares of its common stock under separate stock purchase agreements.

How many SGLA shares will be issued for the Xing Da Plastics acquisition?

For Xing Da Plastics, Sino Green Land will issue an aggregate of 4,800,000 common shares. These are split into three tranches: 960,000 shares at closing, then 1,920,000 shares after three months, and 1,920,000 shares after six months, subject to conditions.

Under what securities law exemptions will SGLA issue the new shares?

Sino Green Land states the issuances are intended to be exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, as the transactions involve accredited investors, no general solicitation, and investment-only intent with transfer restrictions and restrictive legends.

What key conditions must be satisfied before SGLA’s acquisitions can close?

Closings require true and correct representations, material performance of covenants, no Material Adverse Effect, all required consents and approvals including any under the HSR Act, absence of prohibitive orders, and delivery of target shares free of liens and initial share tranches.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 04:07 PM Accepted by SEC EDGAR 08/13/2026 - 04:05 PM

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

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. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Xing Da Plastics Sdn. Bhd. Stock Purchase Agreement

On August 7, 2026, Sino Green Land Corporation (the “Company”) entered into a stock purchase agreement (the “Xing Da SPA”) with the equity holders (identified in the Xing Da SPA, each, a “Xing Da Seller,” and collectively, the “Xing Da Sellers”) of Xing Da Plastics Sdn. Bhd., a private limited company (Sendirian Berhad) organized under the laws of Malaysia, with its principal place of business in Klang, Selangor, Malaysia ( “Xing Da”).

Pursuant to the Xing Da SPA, the Xing Da Sellers agreed to sell to the Company, free and clear of all liens, shares representing collectively 60% of the issued and outstanding capital stock of Xing Da on a fully diluted basis (the “Xing Da Target Shares”), in exchange for an aggregate of 4,800,000 shares of the Company’s common stock, par value $0.60 per share (the “Xing Da Stock Consideration”). Following the transaction, the Xing Da Sellers retained the remaining 40% of Xing Da’s issued and outstanding capital stock pro rata in accordance with their respective percentages.

The Xing Da Stock Consideration shall be issued to the Xing Da Sellers in three (3) tranches: (a) First Tranche: 960,000 shares of the Company’s common stock (20% of the Xing Da Stock Consideration), issuable at the Closing (as defined in the Xing Da SPA); (b) Second Tranche: 1,920,000 shares of the Company’s common stock (40% of the Xing Da 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: 1,920,000 shares of the Company’s common stock (40% of the Xing Da 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 Xing Da SPA; (iii) the termination of Huang Gangkan as a director of Xing Da without cause; or (iv) the death or incapacity of Huang Gangkan. 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 Xing Da SPA.

Pursuant to the Xing Da SPA, the Xing Da Sellers and Xing Da 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) Xing Da and each subsidiary of Xing Da 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 Xing Da; (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 Xing Da SPA.

Pursuant to the Xing Da SPA, the Company made certain representations and provided certain warranties to the Xing Da Sellers and Xing Da 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 Xing Da Stock Consideration, a sufficient number of authorized and unissued shares of the Company’s common stock to satisfy the issuance of the Xing Da Stock Consideration in full; (d) the Company is acquiring the Xing Da 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 Xing Da SPA; and (g) the validity of the Xing Da Stock Consideration issuance.

The closing of the Xing Da SPA is subject to the satisfaction (or waiver) of certain closing conditions, including (a) the representations and warranties of the Xing Da Sellers, Xing Da and the Company shall be true and correct; (b) the Xing Da Sellers, Xing Da 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 Xing Da 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 Xing Da SPA shall be in effect; and (f) the Xing Da Sellers shall have delivered the closing deliverables, including all Xing Da Target Shares free and clear of all liens; the Company shall have delivered the First Tranche of the Xing Da Stock Consideration and the closing deliverables.

The Xing Da SPA may be terminated prior to the Closing: (a) by mutual written consent of the Company and the Xing Da Sellers’ representative; (b) by either the Company or the Xing Da Sellers’ representative if the Closing has not occurred by the Outside Date (as defined in the Xing Da 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 SPA is not complete and is subject to, and qualified in its entirety by reference to the attached Exhibit 10.1 hereto, which are incorporated in this Item 1.01 by reference in their entirety.

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 21,916,700 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: 4,383,340 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: 8,766,680 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: 8,766,680 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.

(d) Exhibits.

Exhibit No.		Description
10.1		Stock Purchase Agreement between the Company and Xing Da
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 12, 2026

SINO GREEN LAND CORPORATION

By:	/s/ Teresa Wo
Name:	Teresa Wo
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents