UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 68,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share purchase price of $1.20 (the “Offering”) or aggregate gross proceeds of $81,600. 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 | |