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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) August 31, 2026
| Verde
Resources, Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
000-55276 |
|
32-0457838 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation) |
|
File
Number) |
|
Identification
No.) |
| 8112
Maryland Ave, Suite 400, St. Louis, Missouri 63105 |
| (Address
of principal executive offices) |
Registrant’s
telephone number, including area code (314) 530-9071
__________________________________________________________________
(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 (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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 504 of the Securities Act of 1933 (§230.405
of this Chapter) or Rule 12b-25 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
8.01 Other Events
On
August 31, 2026, Verde Resources, Inc. (the “Company” or “Verde”) issued a press release announcing that the
Company’s wholly owned Singapore subsidiary, Verde Resources Asia Pacific Pte. Ltd., entered into a non-binding Memorandum of Understanding
(the “Highway MoU”) with Highway International Pte. Ltd. (“Highway”), a leading Singapore-based integrated asphalt
and road-infrastructure company.
The
Highway MoU establishes a strategic framework for the proposed deployment, validation, commercialization and licensing of the Company’s
engineered biochar carbon platform in Singapore.
Under
the Highway MoU, the parties intend to collaborate on an initial pilot project with Singapore’s Land Transport Authority (“LTA”)
to evaluate the technology’s technical performance, production readiness, carbon accounting, digital monitoring, reporting, and
verification (MRV) framework, and broader commercial rollout potential. Subject to successful pilot validation and LTA sign-off, feasibility
studies, mutual due diligence, applicable regulatory approvals, and the negotiation and execution of definitive agreements, the parties
intend to pursue an exclusive licensing arrangement for the use and commercialization of the Company’s engineered biochar carbon
platform in Singapore, which arrangement would include commercial supply terms, technical support, and provisions relating to carbon
removal credit generation and sustainability.
The
Company believes the Highway MoU represents an important step in the Company’s strategy to establish Singapore as a regional launchpad
for commercializing the Company’s technologies and potential expansion throughout the Asia-Pacific region. The Highway MoU has
an initial twelve month term, which can be extended with the mutual agreement of the Company and Highway.
A
copy of the press release dated August 31, 2026, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K, the press release furnished herewith and statements of Verde’s and Highway’s management made
in connection with the matters addressed by this Current Report “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding Verde’s expectations, projections, and potential future
developments. Statements attributed to both Verde and Highway reflect their respective views as of the date hereof and are not intended
as guarantees of future performance. All forward-looking statements are subject to the safe harbor provisions of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking
statements involve significant known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially
and adversely from those expressed or implied. In some cases, forward-looking statements can be identified by words such as “may,”
“will,” “expect,” “plan,” “believe,” “estimate,” “anticipate,”
“project,” “seek,” “propose,” “intend,” “aim,” “goal,” “potential,”
“explore” or derivations of such words or similar expressions regarding the future, although forward-looking statements may
be denoted by other terms. In this Current Report and related press release, forward-looking statements include those related to (i)
the anticipated benefits to Verde’s business of the Highway MoU described herein, and (ii) Verde’s commercial and other plans
generally (including the potential listing of its common stock on Nasdaq). These and other statements are based on current expectations
and speak only as of the date of this Current Report.
A
non-exclusive list of risks and uncertainties that could cause the forward-looking statements herein to differ from future results includes,
without limitation: (i) the risk that the Highway MoU will not lead to a definitive licensing or other agreements between the parties
or any revenue generating operations, (ii) the risk Verde and Highway will not be able validate the Net Zero Blueprint in Singapore,
or even if validated, gain market acceptance of their products and solutions, (iii) risks that biochar-modified paving materials may
not achieve required regulatory or department of transportation approvals, and (iv) risks that field performance of engineered biochar
products may differ from laboratory or test results. Other important factors that could cause actual results to differ materially from
those in the forward-looking statements include those contained in the Verde’s filings with the SEC, which can be accessed here.
Accordingly,
readers are cautioned not to place undue reliance on the forward-looking statements contained herein. Except as required by applicable
law, neither Verde nor Highway plans to publicly update or revise any forward-looking statements contained herein, whether because of
any new information, future events, changed circumstances, or otherwise.
Item
9.01 Financial Statements and Exhibits
| 99.1 |
|
Press Release of Verde Resources, Inc. dated August 31, 2026 |
| 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.
| |
VERDE RESOURCES, INC. |
| |
|
|
| |
By: |
/s/
Jack Wong |
| |
|
Jack
Wong |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
August 31, 2026 |
|
|
Exhibit
99.1
Verde
and Highway International Sign Strategic Memorandum of Understanding to Advance Carbon-Sequestering Roads in Singapore
ST.
LOUIS, MO and SINGAPORE, Aug 31, 2026 (GLOBE NEWSWIRE) — Verde Resources Inc. (OTCQB: VRDR) (“Verde”) today announced
that its wholly owned Singapore subsidiary, Verde Resources Asia Pacific Private Limited, has entered into a strategic Memorandum of
Understanding (“MoU”) with Highway International Private Limited (“Highway”), one of the leading asphalt producers
and road construction specialists in Singapore.
The
MoU establishes a framework under which Highway and Verde will collaborate to validate Verde’s engineered biochar-based carbon
platform (which Verde calls the Verde Net Zero Blueprint) in Singapore. Verde and Highway expect to commence a pilot program this year
to evaluate material performance, production readiness, pavement mix designs and testing procedures, carbon accounting, and broader commercial
applications. Upon successful completion and approval of the proposed pilot, the parties intend to enter into definitive agreements under
which Highway would become Verde’s Net Zero Blueprint licensee in Singapore, supporting its application across carbon-sequestering
roads, airfield pavements, and other infrastructure.
Biochar
is a carbon-sequestering material produced through a thermal conversion process that transforms biomass waste, such as palm oil residues
abundantly available throughout Southeast Asia, into a stable form of carbon. Rather than allowing the carbon stored in this biomass
to be released into the atmosphere as it naturally decomposes, Verde’s approach captures and preserves that carbon as biochar.
The biochar is then further processed through Verde’s proprietary process to produce an engineered biochar specifically optimized
for road applications and performance. By integrating engineered biochar into a range of asphalt mixes, Verde aims to permanently embed
captured biogenic carbon within the built environment, effectively transforming conventional roads and infrastructure into long-term
carbon sinks.
The
Verde Net Zero Blueprint platform is designed to integrate Verde’s proprietary engineered biochar, advanced asphalt and pavement
technologies, and carbon credit accounting tools to develop high-performance roads, runways, and other infrastructure applications that
can sequester carbon while generating verifiable carbon removal credits. The platform also incorporates life-cycle assessment (LCA),
environmental product declarations (EPDs), carbon accounting, and digital project-data tracking, providing a comprehensive framework
to develop, measure, and validate lower-carbon infrastructure solutions.
In
April, Verde announced a collaboration with Isometric, a leading carbon-removal certifier, to advance the certification and commercialization
of Verde’s engineered biochar for asphalt and other road construction applications. The initiative is expected to support the scaling
of carbon-credit-eligible biochar across North American and global markets while strengthening the pathway for infrastructure projects
utilizing Verde’s technologies to generate high-integrity, verifiable carbon removal credits.
Founded
in 1975, Highway brings distinctive technical experience to the collaboration. In addition to being a leading Singapore asphalt producer
and contractor supporting Singapore’s everyday urban infrastructure, Highway served as an asphalt specialist for Singapore’s
Formula 1 street circuit during its inaugural event in 2008, developing and paving the circuit’s asphalt surface course. Highway
pioneered the development of its specialized asphalt-wearing course, engineered to withstand the exceptional demands of high-speed motorsport
while continuing to perform as a public roadway.
“This
collaboration marks another important milestone in Verde’s product validation and global market development efforts,” said
Eric Bava, Chief Operating Officer of Verde Resources. “It brings together Highway’s proven track record and expertise in
advanced pavement and infrastructure applications with Verde’s carbon platform and validated technologies. Our shared ambition
is to position Singapore as a leader in sustainable, high-performance, carbon-sequestering infrastructure.”
Highway’s
management commented: “We see great promise in Verde’s technology and platform. Our MoU with Verde aligns with Highway’s
vision of demonstrating how Singapore’s roads and infrastructure can evolve beyond their traditional functions to become part of
the solution to global warming, transforming existing infrastructure into long-term carbon sinks.”
The
collaboration positions Singapore as an important launchpad for Verde’s global licensing strategy and a showcase for how US-developed
and validated sustainability technologies can be adapted and deployed at scale. Through its Net Zero Blueprint, Verde aims to support
Singapore’s decarbonization and net-zero goals by integrating engineered biochar, carbon accounting, and digital measurement, reporting,
and verification (MRV) with local infrastructure and production capabilities.
Beginning
in Singapore, Verde intends to establish a scalable, “plug-and-play” model for expanding its Net Zero Blueprint platform
across the Asia-Pacific region and beyond, while positioning Singapore as a leading global hub where sustainability, technology, and
industry converge to commercialize next-generation infrastructure solutions. Verde believes Singapore’s forward-looking policies,
world-class infrastructure, and strong commitment to sustainability make it an ideal starting point for Verde’s international expansion.
At
the same time, Verde is working to grow its North American customer base through its existing agreement with Ergon Asphalt & Emulsions
and using all of these efforts to pursue a listing of its common stock on the Nasdaq Stock Market.
The
MoU reflects the current understanding and strategic intent of Verde and Highway and remains subject to the successful completion of
the pilot program described above and the preparation and execution of definitive licensing or other agreements between the parties.
About
Verde Resources Inc.
Verde
Resources Inc. (OTCQB: VRDR) is an emerging leader in environmentally sustainable infrastructure products and technologies, specializing
in innovative and cost-effective solutions to help the industry seamlessly #TransitionToZero®. By integrating proprietary technologies
with sustainable practices, Verde is at the forefront of creating low-carbon materials for infrastructure worldwide.
Verde
is driving transformation in a sector long overdue for change. Its approach reduces greenhouse gas emissions, sequesters carbon dioxide,
optimizes the use of native soils and recycled materials, accelerates installation, and improves overall efficiency, all while lowering
costs.
For
more information, please visit https://www.verderesources.com
About
Highway International Private Limited
Established
in 1975, Highway International Private Limited is one of Singapore’s leading road construction and asphalt production specialists,
supporting major national road and airfield agencies and other infrastructure agencies. The company focuses and dedicates to sustainable
infrastructure development, technological innovation, and continuous advancement in pavement technologies. Its capabilities include asphalt
production, advanced pavement mix design, laboratory testing and the execution of complex road, racetrack, airfield and infrastructure
projects.
Cautionary
Note Regarding Forward-Looking Statements
This
press release and statements of Verde’s and Highway’s management made in connection with the matters addressed by this press
release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding Verde’s expectations, projections, and potential future developments. Statements attributed to both
Verde and Highway reflect their respective views as of the date hereof and are not intended as guarantees of future performance. All
forward-looking statements are subject to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934.
Forward-looking
statements involve significant known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially
and adversely from those expressed or implied. In some cases, forward-looking statements can be identified by words such as “may,”
“will,” “expect,” “plan,” “believe,” “estimate,” “anticipate,”
“project,” “seek,” “propose,” “intend,” “aim,” “goal,” “potential,”
“explore” or derivations of such words or similar expressions regarding the future, although forward-looking statements may
be denoted by other terms. In this press release, forward-looking statements include those related to (i) the anticipated benefits to
Verde’s business of the MoU with Highway described herein, and (ii) Verde’s commercial and other plans generally (including
the potential listing of its common stock on Nasdaq). These and other statements are based on current expectations and speak only as
of the date of this release.
A
non-exclusive list of risks and uncertainties that could cause the forward-looking statements herein to differ from future results includes,
without limitation: (i) the risk that the MoU with Highway will not lead to a definitive licensing or other agreements between the parties
or any revenue generating operations, (ii) the risk Verde and Highway will not be able validate the Net Zero Blueprint in Singapore,
or even if validated, gain market acceptance of their products and solutions, (iii) risks that biochar-modified paving materials may
not achieve required regulatory or department of transportation approvals, and (iv) risks that field performance of engineered biochar
products may differ from laboratory or test results. Other important factors that could cause actual results to differ materially from
those in the forward-looking statements include those contained in the Verde’s filings with the SEC, which can be accessed here.
Accordingly,
readers are cautioned not to place undue reliance on the forward-looking statements contained herein. Except as required by applicable
law, neither Verde nor Highway plans to publicly update or revise any forward-looking statements contained herein, whether because of
any new information, future events, changed circumstances, or otherwise.
Media
and Investor Contact:
Verde
Resources Inc.
info@verderesources.com
Crocker
Coulson AUM Advisors
Crocker.coulson@aumadvisors.com
+1
646-652-7185
