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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 |
