Sino Green Land (OTC: SGLA) sells 193,500 shares at $1.00 in private deal

Rhea-AI Filing Summary

Sino Green Land Corporation entered into a Subscription Agreement with individual investors for a private placement of 193,500 shares of common stock at $1.00 per share, generating aggregate gross proceeds of $193,500. The transaction closed on February 11, 2026.

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. Investors represented that they are accredited or non-U.S. persons. The company plans to use the proceeds for operating capital.

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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 193,500 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.00 (the “Offering”) or aggregate gross proceeds of $193,500. 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 reported a private placement of its common stock. The company sold 193,500 shares at $1.00 per share, raising $193,500 in gross proceeds, and plans to use the funds for operating capital needs.

How many shares did Sino Green Land (SGLA) sell and at what price?

The company sold 193,500 shares of its common stock at a price of $1.00 per share. This transaction produced aggregate gross proceeds of $193,500 from individual investors identified in the Subscription Agreement.

What is the total amount Sino Green Land (SGLA) raised in this private placement?

Sino Green Land raised aggregate gross proceeds of $193,500 in the private placement. This came from selling 193,500 shares of common stock at $1.00 per share to individual investors under a Subscription Agreement.

How will Sino Green Land Corporation (SGLA) use the $193,500 in proceeds?

The company plans to use the proceeds from the Offering for operating capital. This means the $193,500 raised will support day-to-day business activities and general corporate purposes, rather than a specific acquisition or debt repayment.

What securities law exemptions did Sino Green Land (SGLA) rely on for this offering?

The Offering relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. The company cites the non-public nature of the offering and investor status representations as the basis for these exemptions.

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

No underwriters were involved in the offer and sale of the common stock. The shares were sold directly to individual investors in a private placement, which relied on exemptions from registration under Section 4(a)(2), Regulation D, and/or Regulation S.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 92.1 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